Pulse Seismic Inc. — Proxy Solicitation & Information Statement 1999

Sep 18, 1999

FORM 27 SECURITIES ACT (BRITISH COLUMBIA) MATERIAL CHANGE REPORT UNDER SECTION 85(1) FORM 27 SECURITIES ACT (ALBERTA) MATERIAL CHANGE REPORT UNDER SECTION 118(1) FORM 25 SECURITIES ACT (SASKATCHEWAN) MATERIAL CHANGE REPORT UNDER SECTION 84(1)(b) FORM 27 SECURITIES ACT (ONTARIO) MATERIAL CHANGE REPORT UNDER SECTION 75(2)

1. Reporting Issuer

Full name of the Issuer:

Augusta Gold Corporation (the “Issuer”)

The address of the principal office in Canada of the reporting issuer is as follows:

P.O. Box 10109, Pacific Centre Suite 1700, 701 West Georgia Street Vancouver, B.C. V7Y 1C2

PHONE: (604) 687-1717

2. Date of Material Change

September 14, 1999

3. Press Release

The date and place(s) of issuance of the press release issued

September 16, 1999

The Press Release was released to the Vancouver Stock Exchange, being the only exchange on which the Issuer's shares are listed, and through various other approved public media.

4. Summary of Material Change(s)

A summary of the nature and substance of the material change is as follows:

The Issuer has entered into an agreement to acquire a 50% undivided interest in approximately 3,920 line-kilometres of seismic data used by the oil and gas industry for oil and natural gas exploration, development and reserve management. The vendors are two Calgary based joint venturesknownas“Pulse- A Joint Venture” ("Pulse"). Consideration for the acquisition will be 2,888,900 Units of the Issuer at a price of $1.125 per Unit for a total purchase price of $3,250,012. Completionoftheacquisitionissubjecttotheimplementationofa2.5:1consolidation of the Issuer’s issued Class “A” voting common shares (“Class A Shares”) and Class “B” non-

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voting common shares (“Class B Shares”). Each Unit consists of one post consolidation Class A Share (“New Class A Share”) and 0.35 of a Warrant. One whole Warrant is exercisable to acquire one New Class A Share for a period of two years at a price of $1.125.

Ontheclosingoftheacquisition, threekeyprincipalsofPulse, KennethG.MacDonald,BrentD. Gale, and David E. Smiddy, will join the Issuer as its new management team and the Issuer will commence the business of non-exclusive seismic data acquisition and marketing. The Issuer will also change its name to Pulse Data Inc. and move its offices to Calgary. The Issuer intends to pursueagrowthstrategyinvolvingincreasedexpendituresonnonexclusiveseismicsurveysaswell as the acquisition of complimentary existing data bases.

Concurrentlywiththecompletionoftheacquisition,theIssuerwill completeaprivateplacement of 2,711,120 Units to ARC Capital Ltd. (as to 355,560 Units), ARC Canadian Energy Venture Fund ("ARC Fund") (as to 2,311,120 Units) and to David E. Smiddy (as to 44,440 Units) at $1.125 per Unit for proceeds of $3,050,010. These Units have the same terms and conditions as the Units being issued to the vendors of the assets being acquired. The proceeds will be used to provide workingcapital to commence and develop the new business of the Issuer. Upon closing of the acquisition, completion of the private placement and the share consolidation, approximately 9,552,653 New Class A shares will be issued and outstanding and, the current shareholders (other than ARC Capital, ARC Fund and Augusta Corporation) will hold approximately 21%, ARC Capital will hold approximately13%, ARC Fund will hold approximately33%, and the vendors of the assets will hold approximately 30%, of the then outstanding New Class “A” Shares.

Trading in the Issuer’s Class A Shares on the VSE was suspended at the close of trading on September 25, 1998, pending the completion of a suitable acquisition. The Issuer presently has a cash position of approximately $840,000 with no debt. Currently there are 9,881,588 Class A Sharesand534,844 Class BSharesissuedandoutstandingandfollowing the consolidation there will be 3,952,635 New Class A Shares and 213,937 post-consolidation Class B Shares issued and outstanding.

A Special General Meetingof the holders of Class A and Class B Shares has been called for 10:00 a.m. (Vancouver Time) Tuesday, October 12, 1999 at the offices of Montpellier, McKeen, Varabioff,Talbot&Giuffre,Suite2323,595BurrardStreet,Vancouver,B.C.to reviewandvote onthevariousmattersinconnectionwiththeproposedtransactions. Amanagementproxycircular dated September 14, 1999 (“Proxy Circular”) with respect to the acquisition and change of business, private placement, and related matters has been prepared and filed with the VSE and has been placed in the public file of the Issuer.

A copyof the ProxyCircular maybe obtained free of charge from the Issuer bycontacting Ms. PurniParikh,AugustaGold Corporation,Suite1700-701West GeorgiaStreet,Vancouver,BC, V7Y 1C6, Telephone (604) 687-1717.

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All transactions are subject to shareholder approval and the acceptance for filing thereof bythe Vancouver Stock Exchange (“VSE”) or another recognized Canadian stock exchange.

5. Full Description of Material Change

See attached copy of the Notice of Special General Meeting dated September 14, 1999, Letter to Shareholders dated September 14, 1999, and Management Proxy Circular dated September 14, 1999 for full details with respect to the proposed acquisition and change of business, consolidation, private placement, and related transactions.

6. Reliance on Section 85(2) of the Securities Act (British Columbia) or Section 118(2) of the Securities Act (Alberta) or Section 84(2) of the Securities Act (Saskatchewan) or Section 75(3) of the Securities Act (Ontario)

Not Applicable

7. Omitted Information

Not Applicable

8. Senior Officer

The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number:

Donald B. Clark Director PHONE: (604) 687-1717

9. Statement of Senior Officer/Director

The foregoing accurately discloses the material change(s) referred to herein.

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DATED at Vancouver, British Columbia, as of the 17 day of September, 1999.

“ Donald B. Clark ” Donald B. Clark Director

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1999 SPECIAL GENERAL MEETING Place: Time: Date:	Notice of Special Meeting of Shareholders Letter to Shareholders Management Proxy Circular Suite 2323, 595 Burrard Street, Vancouver, B.C. 10:00 a.m. Tuesday, October 12, 1999

1700 - 701 W. Georgia St., P.O. Box 10109 Pacific Centre, Vancouver, BC, V7Y 1C6 Tel 604-687-1717 Fax 604-687-1715 E-mail augusta@direct.ca

AUGUSTA GOLD CORPORATION

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special General Meeting of Shareholders (the "Meeting") of AUGUSTA GOLD CORPORATION (the “Corporation”) will be held at the offices of Montpellier McKeen Varabioff Talbot & Giuffre, Barristers and Solicitors, Suite 2323, 595 Burrard Street, Vancouver, British Columbia V7X 1K8, on Tuesday, the 12th day of October, 1999 at 10:00 a.m. (Vancouver time) for the following purposes:

1. To consider and, if thought fit, pass the Consolidation Resolution amending the Articles to:

2. (a) consolidate all of the 9,881,588 issued Class A Shares on the basis of one New Class A Share for each 2.5 Class A Shares;

3. (b) consolidate all of the 534,844 issued Class B Shares on the basis of one New Class B Share for each 2.5 Class B Shares;

4. (c) change the name of the Corporation to “Pulse Data Inc.”; and

5. (d) change the place in Canada where the registered office is situated from Vancouver, British Columbia to Calgary, Alberta.

6. To consider and, if thought fit, to pass the Acquisition Resolution to approve the acquisition by the Corporation of an undivided interest in certain assets from Pulse, and the proposed change of business by the Corporation following Closing, all as more particularly described in the accompanying Management Proxy Circular.

7. To consider and, if thought fit, pass the Private Placement Resolution to authorize, in advance, the issuance by the Corporation pursuant to the Private Placement of an aggregate of 2,711,120 Units to ARC Capital Inc. (as to 355,560 Units), to ARC Canadian Energy Venture Fund (as to 2,311,120 Units), and to David E. Smiddy (as to 44,440 Units) and the creation of the control block thereby constituted in ARC Canadian Energy Venture Fund, as more particularly described in the accompanying Management Proxy Circular.

8. To consider and, if thought fit, pass the Auditor Resolution to ratify and approve, in advance, the change, subject to and effective upon Closing, in the Corporation’s auditor from Deloitte & Touche LLP to KPMG LLP and, subject to such change having occurred, to appoint KPMG LLP as auditor for the Corporation until the next annual meeting of shareholders of the Corporation, at a remuneration to be fixed by the directors, as more particularly described in the accompanying Management Proxy Circular.

9. To consider and, if thought fit, pass the Future Share Issuance Resolution to approve, in advance, the issuance by the Corporation in one or more private placements during the period following the Closing of the Acquisition and Private Placement until the next annual general meeting of the Shareholders,

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such number of securities that would result in the Corporation issuing or making issuable a number of New Class A Shares aggregating up to 100% of the number of New Class A Shares which will be outstanding following Closing of the Acquisition and the Private Placement, as more particularly described in the accompanying Management Proxy Circular.

1. To consider and, if thought fit, pass the Incentive Plan Resolution to approve the Incentive Stock Option Plan dated September 14, 1999, pursuant to which the Corporation will be authorized to grant to the directors, officers, employees, and consultants of the Corporation and its subsidiary corporations, options to purchase New Class A Shares, up to an aggregate of 1,900,000 New Class “A” Shares, as more particularly described in the accompanying Management Proxy Circular.

2. To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice is a Management Proxy Circular dated September 14, 1999 and a Proxy Form. The accompanying Management Proxy Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

Shareholders are entitled to vote at the Meeting either in person or by Proxy, provided that the Class B Shares are only entitled to vote in respect of the Consolidation Resolution. Those Shareholders who are unable to attend the Meeting are requested to read, complete, sign, and mail the enclosed Proxy Form in accordance with the instructions set out in the Proxy Form and in the Management Proxy Circular accompanying this Notice. A Proxy will not be valid unless it is deposited at the office of Montreal Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, not less than 48 hours (excluding Saturdays, Sundays or holidays) before the time fixed for the Meeting or any adjournment thereof, or is delivered to the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof. Please advise the Corporation of any change in your mailing address.

Only holders of record of Class A Shares and Class B Shares at the close of business on the Record Date, being September 6, 1999, will be entitled to vote at the Meeting, except to the extent that a person has transferred any of his Class A Shares or Class B Shares after the Record Date and the transferee of such shares establishes proper ownership and requests, not later than ten days before the Meeting, that his name be included in the list of holders of Class A Shares or Class B Shares, respectively, for the Meeting, in which case the transferee is entitled to vote his Class A or Class B Shares, as applicable, at the Meeting.

DATED at Vancouver, British Columbia, this 14th day of September, 1999.

BY ORDER OF THE BOARD

(signed) “ Richard W. Warke ” RICHARD W. WARKE Chairman, President and Director

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September 14, 1999

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Dear Shareholders:

You are cordially invited to attend the Special General Meeting (the "Meeting") of the holders (the “Shareholders”) of the Class “A” common shares and Class “B” common shares of Augusta Gold Corporation (the “Corporation”). The Meeting will be held in the Boardroom of Montpellier McKeen Varabioff Talbot & Giuffre, Barristers and Solicitors, Suite 2323, 595 Burrard Street, Vancouver, British Columbia V7X 1K8, on Tuesday, the 12th day of October, 1999 at 10:00 a.m. (Vancouver time).

The purpose of the Meeting is to seek your authorization and approval to the acquisition by the Corporation of an undivided interest in certain existing seismic data owned by Pulse - A Joint Venture (a group of Alberta joint ventures). In connection with the completion of this acquisition, three key principals of Pulse will join the Corporation as its new management team, and the Corporation will commence the business of non-exclusive seismic data acquisition and marketing. Concurrently with the completion of the acquisition, the Corporation will complete a $3 million private placement to ARC Capital Ltd. and ARC Canadian Energy Venture Fund to provide the working capital necessary to commence and develop this new business. Upon closing, it is proposed to change the Corporation’s auditors to KPMG LLP and to move the Corporation’s office to Calgary. All of these transactions require approval of the Shareholders.

For the Shareholders this opportunity fulfils the objective announced last year to enhance shareholder value through the creation of a going concern company operating in the oil and gas service sector. Management of the Corporation is very excited about the prospects for success of this venture. All indicators suggest a high level of oil and gas exploration activity for the upcoming winter and into the foreseeable future. Buoyed by a strong recovery in crude oil prices and steady natural gas prices, cash flow in the industry has improved resultingin expanded capital spendingplans for many companies, and Pulse believes this will create a strong demand for the acquisition of seismic data as exploration activities increase.

Following the completion of the Acquisition, the Corporation intends to pursue a growth strategy involving increased expenditures on new seismic surveys as well as the acquisition of complementary existing data bases. Managements of Pulse and the Corporation share the view that attractive opportunities exist to conduct new seismic surveys and have already identified specific acquisition opportunities. In addition, the non-exclusive seismic industryis benefitingfrom a trend amongproducers towards increased outsourcing of the acquisition of the seismic data required for use in exploration phases prior to committing to land purchases.

Completion of the Acquisition and the Private Placement is subject to a number of conditions, including the completion of a 2.5:1 consolidation and the acceptance for filing of the Consolidation, Acquisition, and the Private Placement by the Vancouver Stock Exchange or other recognized Canadian stock exchange.

Your Board of Directors believes that the Acquisition, Private Placement, Consolidation and related transactions are in the best interests of the Corporation and its Shareholders and recommends that you vote in favour of the resolutions relating to these matters. Without the prescribed approvals of the Shareholders, these transactions cannot take place.

1700 - 701 W. Georgia St., P.O. Box 10109 Pacific Centre, Vancouver, BC, V7Y 1C6 Tel 604-687-1717 Fax 604-687-1715 E-mail augusta@direct.ca

It is important that your shares be represented at the Meeting. Whether or not you are able to attend in person, your representation will be assured if you complete, sign and date the enclosed Proxy Form and return it in the envelope provided.

Yours sincerely,

“ Richard W. Warke ”

Richard W. Warke, Chairman and President

1700 - 701 W. Georgia St., P.O. Box 10109 Pacific Centre, Vancouver, BC, V7Y 1C6 Tel 604-687-1717 Fax 604-687-1715 E-mail augusta@direct.ca

TABLE OF CONTENTS Page No. SUMMARY OF CIRCULAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 GLOSSARY OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 GENERAL PROXY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Appointment of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Voting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Principal Holders of Corporation Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Provisions Relating to Voting of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CURRENT DIRECTORS AND MANAGEMENT OF THE CORPORATION . . . . . . . . . . . . . . . . 14 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS . . . . . 19 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS . . . . . . . . . . 19 PARTICULARS OF THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Background and Purpose of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Terms of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Description of Closing Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Corporate Structure and Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Approval by and Recommendation of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 23 Conditions to the Closing of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Required Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Date of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Termination of the Acquisition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Intentions of Management and Significant Shareholders in Respect of the Acquisition . . . . . 25 Change in Directors and Officers on Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Employment Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Grant of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Data Management Agreement with Pulse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Expenses of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 THE CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 THE PRIVATE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 PROPOSED CHANGE OF AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 APPROVAL OF FUTURE PRIVATE PLACEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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APPROVAL OF INCENTIVE STOCK OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 PULSE-A JOINT VENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 The Pulse Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 The Seismic Industry - Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Business of Pulse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Management and Employees of Pulse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Corporate Cease Trade Orders or Bankruptcies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Penalties or Sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Individual Bankruptcies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Legal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Availability of Companies/Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Oil and Natural Gas Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Key Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Additional Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Sources of Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Future Acquisitions and Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 SPONSORSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Credentials of Mahoney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Relationship of Mahoney with Interested Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 APPROVAL BY THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

TABLE 1: SUMMARY OF EVALUATION OF PULSE SEISMIC DATA

APPENDIX I: AUGUSTA GOLD CORPORATION AUDITED FINANCIAL STATEMENTS

APPENDIX II: AUGUSTA GOLD CORPORATION UNAUDITED INTERIM FINANCIAL STATEMENTS

SCHEDULE “A”: Form of Acquisition Resolution

SCHEDULE “B”: Form of Consolidation Resolution

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SCHEDULE “C”: Notice of Change of Auditor

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SUMMARY OF CIRCULAR

The following is a summary of the contents of this Circular. This summary is provided for convenience only and the information contained in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information contained in the body of this Circular and included in the Tables, Appendices, and Schedules annexed hereto.

THE MEETING

The Meeting will be held at the offices of Montpellier McKeen Varabioff Talbot & Giuffre, Barristers and Solicitors, Suite 2323, 595 Burrard Street, Vancouver, British Columbia V7X 1K8, on Tuesday, the 12th day of October, 1999 commencing at the hour of 10:00 a.m. (Vancouver time).

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass the Acquisition Resolution authorizing the Acquisition, the Private Placement Resolution approving the Private Placement, the Consolidation Resolution approving the Consolidation, the Auditor Resolution approving the proposed change in Auditor, the Future Share Issuance Resolution approving future private placements, and the Incentive Plan Resolution approving the implementation of the Incentive Stock Option Plan, and to consider such other matters as may properly come before the Meeting.

PURPOSE OF THE ACQUISITION AND PRIVATE PLACEMENT

The purpose of the Acquisition and Private Placement is to complete the reorganization of the Corporation begun in 1998 and enhance Shareholder value by providing the Shareholders with exposure to the Canadian oil and gas industry by the acquisition of an undivided interest in the existing seismic data of Pulse and to retain a new management team so that the Corporation can develop and expand a seismic data acquisition and marketing business. The Private Placement will provide sufficient working capital to carry on and expand this new business. See “Particulars of the Acquisition” and “The Private Placement”.

APPROVAL BY AND RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors has approved the Acquisition, Consolidation, Private Placement, and proposed change of Auditor, subject to certain conditions, and has authorized submission of the Acquisition Resolution, Private PlacementResolution,ConsolidationResolution,AuditorResolution,FutureShareIssuanceResolution,and Incentive Plan Resolution to the Shareholders for consideration.

The decision of the Board of Directors to approve the Acquisition, Consolidation, Private Placement, and proposed change of Auditor and to request the Shareholders to approve such transactions at the Meeting was reached after consideration of a number of factors, including principally the following:

1. the Valuation Report indicates that the consideration payable by the Corporation is fair;

2. the previous financial performance of Pulse indicates that the proposed new management of the Corporation has successfully operated a seismic data business in the past;

3. the principals of Pulse will become employed by and work for the Corporation on a full-time basis;

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5. the recent upturn in the oil and gas industry has created a favourable environment for expansion of the non-exclusive seismic data industry; and

6. the results of the investigation of Pulse by the Corporation and ARC Financial fully support the representations made by Pulse with respect to the non-exclusive seismic data business.

The Board of Directors has concluded that the Acquisition, the Consolidation, and the Private Placement are in the best interests of the Corporation and the Shareholders and recommends that all Shareholders vote in favour of the Arrangement Resolution, the Private Placement Resolution, the Consolidation Resolution, and the Auditor Resolution, thereby approving the implementation of the Acquisition, the Consolidation, the Private Placement, and the proposed change of Auditor, respectively. Implementation of the Acquisition is subject to fulfilment of certain conditions. See “Particulars of the Acquisition - Conditions to the Closing of the Acquisition”.

SHAREHOLDER APPROVAL

In order for the Acquisition, the Private Placement, and the Auditor Change to be approved, the Acquisition Resolution, the Private Placement Resolution, and the Auditor Resolution must each be passed, with or without variation, by not less than a simple majority of the votes cast in respect of such resolutions by Shareholders present or voting by Proxy at the Meeting. The Future Share Issuance Resolution and the Incentive Plan Resolution also require approval by a simple majority.

In order for the Consolidation to be approved, the Consolidation Resolution must be passed, with or without variation, by not less than 66-2/3% of the votes cast in respect of the Consolidation Resolution by Shareholders present or voting by Proxy at the Meeting.

CONDITIONS TO THE ACQUISITION BECOMING EFFECTIVE

PursuanttotheAcquisitionAgreement, theobligationof the Corporation to complete the Acquisition is subject to the satisfaction, or waiver by the Corporation, of certain conditions, including:

1. the Shareholders must pass the Acquisition Resolution as an Ordinary Resolution;

2. theShareholders mustpass theConsolidationResolutionas a Special Resolution and the Consolidation must have been implemented;

3. the Shareholders must pass the Private Placement Resolution and the Auditor Resolution as Ordinary Resolutions;

4. all other material consents, waivers, orders and approvals, including regulatory acceptances necessary for the completion of the Acquisition, Private Placement, and the Consolidation have been obtained or received and none contain conditions or require undertakings considered unsatisfactory or unacceptable by the Corporation;

5. ARC Capital, ARC Fund, and the Corporation have agreed to complete the Private Placement, subject only to the acceptance for filing by the Exchange (or other recognized Canadian stock exchange); and

6. certain other conditions listed in the Acquisition Agreement have been satisfied or waived.

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See “Particulars of the Acquisition - Conditions to the Closing of the Acquisition”.

TERMINATION OF THE ACQUISITION AGREEMENT

The Acquisition Agreement may be terminated prior to Closing in certain circumstances. See “Particulars of the Acquisition - Termination of the Acquisition Agreement”.

CLOSING DATE OF THE ACQUISITION

The Acquisition Agreement provides that the Closing Date is to be October 13, 1999 (subject to all conditions precedent having been satisfied or waived), but in no event later than October 31, 1999. See “Particulars of the Acquisition - Date of Closing”.

CONSOLIDATION OF COMMON SHARES

It is a condition precedent to the Closing that the Consolidation has been implemented. The effect of the Consolidation will be to consolidate each 2.5 Class A Shares or Class B Shares, respectively, into one New Class A Share or New Class B Share, respectively (a 2.5 : 1 consolidation). No fractional New Class A Shares or New Class B Shares will be issued, and all such fractions will be forfeit to the Corporation and cancelled, without any compensation or return of capital in respect thereof to the Shareholder. Therefore, any Shareholder who would otherwise receive a fractional New Class A Share or a fractional New Class B Share will instead receive the next lowest whole number of New Class A Shares or New Class B Shares, as applicable. Holders of Corporation Options will have their options adjusted accordingly. See “The Consolidation”.

In conjunction with the Consolidation, the Corporation will change its name to “Pulse Data Inc.” and change its registered office from Vancouver, British Columbia to Calgary, Alberta.

PRIVATE PLACEMENT

The Private Placement is to close concurrently with the closing of the Acquisition. The Corporation will issue an aggregate of 2,711,120 Units to ARC Capital, ARC Fund and David E. Smiddy at $1.125 per Unit for grossproceedsof$3,050,010. FollowingcompletionoftheAcquisition,PrivatePlacement,andConsolidation, ARC Capital will hold 12.54%, and ARC Fund will hold 33.02%, of the then outstanding New Class A Shares. See “The Private Placement”.

CHANGE OF AUDITOR

It is a condition of the Closing of the Acquisition that the auditor of the Corporation be changed to KPMG LLP, the present accountants for Pulse. Such change will only be implemented concurrently with Closing, but the Shareholders will be asked at the Meeting to pass the Auditor Resolution approving such change in advance and confirming, provided Closing occurs, that KPMG LLP are appointed Auditors for the Corporation until the next annual general meeting of Shareholders. If the Closing does not occur, Deloitte & Touche LLP, the current Auditors, will remain as Auditors for the Corporation. See “Proposed Change of Auditor”.

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APPROVAL OF NEW INCENTIVE STOCK OPTION PLAN

At the Meeting, Shareholders will be asked to approve a new form of Incentive Stock Option Plan for the Corporation. This new plan will replace in its entirety the Corporation’s present incentive stock option plan originally adopted in 1989 and modified in 1991. The new Incentive Stock Option Plan will permit the issuance of options (includingcurrentlyexistingincentive options) to purchase up to 1,900,000 New Class A Shares, representing approximately 20% of the New Class A Shares which will be issued and outstanding following completion of the Consolidation, Acquisition and Private Placement.

APPROVAL OF FUTURE PRIVATE PLACEMENTS

At the Meeting, Shareholders will be asked, for the purposes of satisfying applicable regulatory requirements, to approve, in advance, the issuance by the Corporation in one or more private placements, during the period following Closing and ending on the next annual general meeting of Shareholders, of such number of New Class A Shares that would result in the Corporation issuing or making issuable a number of New Class A Shares aggregating up to 100% of the number of New Class A Shares which will be issued, following Closing. Such approval is being sought to avoid any undue delay in any such financing that would result from having to call a special meeting of the Shareholders to approve any such placements, as well as the expense of calling and holding any such meeting(s). See “Approval of Future Private Placements”.

RISK FACTORS

Assuming that the Acquisition is completed, the New Class A Shares should be considered to be speculative due to the nature of what will be the Corporation’s business and the present stage of its proposed operations. As such, investors should carefully review the following factors, together with the other information contained in this Management Proxy Circular in evaluating the Acquisition and the related transactions.

Investors must rely on the ability, expertise, judgment, discretion, integrity and good faith of the new management of the Corporation and those investors who are not prepared to do so should not invest in these securities.

The Corporation will be competing with other established companies, some of which have greater financial, marketing and other resources than the Corporation.

The Corporation’s operations are subject to a number of laws, regulations and guidelines.

Demand for the Corporation’s services will depend on the level of spending within the oil and natural gas industry. The Corporation’s ability to compete will be largely dependent on the Corporation’s ability to sell its proprietary seismic data, to produce high quality surveys in selective areas and to retain seismic acquisition companies to complete the surveys. Lack of availability of such companies or services would impair the Corporation’s ability to produce seismic surveys.

The Corporation will be dependent on a relatively small number of key officers and employees, the loss of any of whom could have an adverse effect on the Corporation.

The directors and officers of the Corporation are engaged in and will continue to engage in other activities in the oil and natural gas service industry and, as a result of these and other activities, the directors and officers of the Corporation may become subject to conflicts of interest.

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The Corporation may require additional financing which may not be available or, if available, may not be available on favourable terms.

See “Risk Factors”.

NOTE : All calculations of numbers and percentages of securities held in respect of the Corporation are based on the number of Class A Shares and Class B Shares outstanding on the Record Date and may change depending upon the actual numbers of such securities outstanding upon the Closing Date. All numbers of securities in this Circular are numbers of Class A Shares or Class B Shares (pre-Consolidation) unless otherwise noted.

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GLOSSARY OF DEFINED TERMS

The following is a glossary of certain terms used frequently in the Notice of Meeting and throughout this Circular and the summary thereof. Additional terms are defined in this Circular.

“Acquisition” means the acquisition by the Corporation of the Assets from the Vendors.

“Acquisition Agreement” means the purchase agreement, including the schedules thereto, dated September 13, 1999 among the Corporation, ARC Capital, ARC Fund, the Vendors, Kenneth G. MacDonald, Brent D. Gale, Andrew R. Vernon, Donald C. Burtt, Marilyn J. Burtt, David E. Smiddy, Ramona M. MacDonald, Holdco 1, and Holdco 2, as the same may be supplemented or amended from time to time, pursuant to which the Corporation agreed to purchase, and the Vendors agreed to sell, the Assets.

“Acquisition Resolution” means the Ordinary Resolution approving the Acquisition, the full text of which is annexed as Schedule “A” to this Circular, to be considered and, if deemed advisable, passed, with or without variation, by the Shareholders at the Meeting.

“ARC Capital” means ARC Capital Ltd.

“ARC Equity” means ARC Equity Management Ltd.

“ARC Financial” means ARC Financial Corporation.

“ARC Fund” means ARC Canadian Energy Venture Fund, a private joint investment fund managed by ARC Equity.

“Assets” means, collectively, the Goodwill, the Remaining Assets, the Intellectual Property, the Holdco Shares and a 50% undivided interest in the Data owned by the Vendors other than Robnic, Marilyn, Holdco 1 and Holdco 2.

“Auditor” means the auditor of the Corporation from time to time, which Auditor is presently Deloitte & Touche LLP.

“Auditor Resolution” means the Ordinary Resolution with respect to the approval of the change of Auditor to be considered and, if deemed advisable, passed, with or without variation, by the Shareholders at the Meeting.

“Augusta” means Augusta Corporation, a public company of Vancouver, B.C. whose common shares trade on the Exchange.

“Board of Directors” means the board of directors of the Corporation.

“Business” means the business presently carried on by the Vendors through Pulse, which includes the business of designing, marketing, and acquiring non-exclusive seismic data surveys for licensing to the oil and gas exploration sector in western Canada.

“Business Day” means a day which is not a Saturday, Sunday or statutory holiday in British Columbia.

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“Circular” means this Management Proxy Circular.

“Class A Shares” means the Class “A” common shares of the Corporation as the same are constituted on the date hereof.

“Class B Shares” means the Class “B” non-voting common shares of the Corporation as the same are constituted on the date hereof.

“Closing” means the completion of the Acquisition and all matters incidental thereto in accordance with the Acquisition Agreement.

“Consolidation” means the consolidation of all the Class A Shares and Class B Shares outstanding on the Effective Date on the basis of 0.4 New Class A Share for each one Class A Share (one New Class A Share for each 2.5 Class A Shares) and 0.4 New Class B Share for each one Class B Share (one New Class B Share for each 2.5 Class B Shares) and the change of the name of the Corporation to “Pulse Data Inc.”.

“Consolidation Resolution” means the Special Resolution to implement the Consolidation, the full text of which is attached as Schedule “B” to this Circular, to be considered and, if deemed advisable, passed, with or without variation, by the Shareholders at the Meeting.

“Corporation” means Augusta Gold Corporation, a corporation subject to the Corporations Act which will, on the implementation of the Consolidation, change its name to “Pulse Data Inc.”

“Corporations Act” means the Canada Business Corporations Act (Canada), R.S.C. 1985, c. C-44, as amended to date.

“Corporation Options” means the outstanding incentive stock options granted to present and former directors, officers and employees of the Corporation to purchase up to 389,375 Class A Shares (to be reduced to options to acquire 155,750 New Class A Shares following the Consolidation).

“Corporation Shares” means, collectively, the Class A Shares and the Class B Shares.

“Data” meanstheexistingnon-exclusiveseismicdatasets, aggregatingapproximately3917line-kilometres, in which Pulse holds an undivided interest, net of the liabilities associated with such data and net of any royalties in such data granted to third parties including, without limitation, geophysicists and geologists.

“Director” means the Director appointed under the Corporations Act.

“Effective Date” means the date shown on the certificate(s) of amendment issued by the Director under the Corporations Act in respect of the filing of Articles of Amendment in respect of the amendments to the Articles provided for in the Consolidation Resolution.

“Employment Agreements” means the employment and severance agreements to be entered into between the Corporation and each of Kenneth G. MacDonald, Brent D. Gale, and David E. Smiddy on Closing.

“Exchange” means the Vancouver Stock Exchange.

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“Future Share Issuance Resolution” means the Ordinary Resolution to approve future share issuances as described under “Approval of Future Private Placements”, to be considered and, if deemed advisable, passed, with or without variation, at the Meeting.

“Holdco 1” means 826912 Alberta Ltd., a corporation subsisting under the Business Corporations Act (Alberta).

“Holdco 2” means 835049 Alberta Ltd., a corporation subsisting under the Business Corporations Act (Alberta).

“Holdco Shares” means all of the issued and outstanding common shares of each of Holdco 1 and Holdco 2.

“Incentive Plan Resolution” means the Ordinary Resolution with respect to the approval of the Incentive Stock Option Plan to be considered and, if deemed advisable, passed, with or without variation, at the Meeting.

“Incentive Stock Option Plan” means the new incentive stock option plan of the Corporation dated September 14, 1999 as approved by the directors and intended to replace the Corporation’s existing incentive stock option plan.

“Intellectual Property” means all intellectual property of any nature owned, controlled, or used by Pulse or the Vendors in connection with the Business.

“Lease” means the lease agreement made as of August 16, 1999 among Clarica Life Insurance Company and the Pulse 3 Vendors with respect to office space located at Suite 725, 435 - 4th Avenue S.W., Calgary, Alberta.

“Meeting” means the special general meeting of the Shareholders to be held on October 12, 1999.

“New Class A Shares” means the Class A Shares as the same will be constituted after the implementation of the Consolidation.

“New Class B Shares” means the Class B Shares as the same will be constituted after the implementation of the Consolidation.

“Notice of Meeting” means the Notice of Special General Meeting of Shareholders accompanying this Circular.

“Ordinary Resolution” means a resolution passed by a simple majority of the votes cast by the Shareholders who voted, in person or by proxy, in respect of that resolution at a meeting of the Shareholders.

“Preference Shares” means the preference shares of the Corporation as the same are constituted on the date hereof.

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“Private Placement” means the private placement of 355,560 Units to ARC Capital, 2,311,120 Units to ARC Fund, and 44,440 Units to David E. Smiddy, at a price of $1.125 per Unit, to be completed concurrently with the Closing.

“Private Placement Resolution” means the Ordinary Resolution with respect to approval of the Private Placement to be considered and, if deemed advisable, passed, with or without variation, by the Shareholders at the Meeting.

“Proxy” means a Proxy Form which has been completed, dated, signed and delivered by or on behalf of a Shareholder to the Registrar and Transfer Agent, as specified in the Notice of the Meeting and this Circular.

“Proxy Form” means the form of proxy for Class A Shares or Class B Shares, as appropriate, accompanying this Circular.

“Pulse” means, collectively, Pulse 2 and Pulse 3.

“Pulse 2" means the joint venture constituted by the Pulse 2 Agreement.

“Pulse 3" means the joint venture constituted by the Pulse 3 Agreement.

“Pulse 2 Agreement” means the agreement made as of July 1, 1993 among Ramken Management Ltd., Breezy Holdings Ltd., Robnic Holdings Ltd., and Burtt Consulting and Development Ltd. as amended on July 1, 1994.

“Pulse 3 Agreement” means the agreement made as of May 1, 1998 between the Pulse 3 Vendors.

“Pulse 2 Vendors” means, collectively, Ramken Inc., Iconoclast Inc., Breezy Holdings Ltd., Robnic Holdings Ltd., Burtt Consulting and Development Ltd. and Marilyn Investments Ltd.

“Pulse 3 Vendors” means, collectively, Iconoclast Inc. and Breezy Holdings Ltd.

“Record Date” means September 6, 1999.

“Registrar and Transfer Agent” means Montreal Trust Company of Canada.

“Remaining Assets” means the assets of Pulse or the Vendors used in connection with the Business other than the Data, Goodwill, Intellectual Property and including, without limitation, all computer hardware and software, office furniture and furnishings, and drafting equipment owned by Pulse, and the Lease.

“Reporting Provinces” means the Provinces of Canada in which the Corporation is a reporting issuer, namely, the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and Quebec.

“Shareholder” means a holder of one or more of the Class A Shares or, with respect only to the Consolidation Resolution, a holder of one or more Class A Shares or Class B Shares.

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“Special Resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted, in person or by proxy, in respect of that resolution at a meeting of Shareholders.

“Unit” means a unit of the Corporation consisting of one New Class A Share and 0.35 of a Warrant.

“Valuation Report” means the valuation report dated September 10, 1999 prepared by Mahoney Exploration Consultants Ltd. with respect to the Data.

“Vendors” means, collectively, the Pulse 2 Vendors and the Pulse 3 Vendors.

“Warrant” means a warrant of the Corporation, one whole warrant being exercisable to acquire one New Class A Share for a period of two years following Closing at a price of $1.125 in the first year and $1.125 in the second year (or such other price as may be prescribed by the Exchange or other recognized Canadian stock exchange).

“Warrant Shares” means any New Class A Shares issued on the exercise of a Warrant.

“1933 Act” means the United States Securities Act of 1933 , as amended.

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GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of Proxies by and on behalf of the management of the Corporation and the Board of Directors. The accompanying Proxy Form is for use at the Meeting and at any adjournment thereof for the purposes set forth in the accompanying Notice of Meeting.

While it is expected that the solicitation will be primarily by mail, Proxies may also be solicited personally, by telephone, or bytelecopier byregularemployees of the Corporation at nominal cost. None of these individuals will receive any extra compensation for such efforts. The cost of solicitation by management will be borne by the Corporation. The Corporation will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for any reasonable expenses incurred in sending proxy material to beneficial owners of Corporation Shares and requesting authority to execute Proxies.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized. Neither the delivery of this Circular nor the issue of any securities by the Corporation will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Circular.

Appointment of Proxies

The persons named in the accompanying Proxy Form are directors of the Corporation and are nominees of management. A Shareholder desiring to appoint some other person to attend and act for him and on his behalf at the Meeting may do so by crossing out the names of management’s nominees and inserting such person’s name in the blank space provided in the Proxy Form or by submitting another proper Proxy Form. A proxyholder need not be a Shareholder. The Proxy Form must be in writing signed by the Shareholder or his attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation. A Proxy Form will only be valid if it is completed and delivered to the office of the Registrar and Transfer Agent of the Corporation, Montreal Trust Company of Canada, 4th Floor, 510 Burrard Street, Vancouver, B.C. V6C 3B9 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or delivered to the Chairman of the Meeting prior to the commencement of the Meeting, or any adjournment thereof.

Revocation of Proxies

A Shareholder who has given a Proxy may revoke it by instrument in writing executed in the manner set forth above and delivered to the registered office of the Corporation at Suite 2323, 595 Burrard Street, P.O. Box 49196, Vancouver, B.C. V7X 1K8, at any time up to the close of business on the last Business Day preceding the day of the Meeting or, if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

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Authorized Capital

As at the date hereof, the authorized capital of the Corporation consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares, and an unlimited number of Preference Shares.

Voting Shares

On September 6, 1999, the Corporation had outstanding a total of 9,881,588 Class A Shares, each carrying the right to one vote. In addition, the Corporation had 534,844 Class B Shares and no Preference Shares outstanding. The Class B Shares and the Preference Shares do not carry any voting rights and are not generally entitled to notice of meetings of shareholders. However, as the impact of the Consolidation Resolution will be to effect a consolidation of the Class B Shares, the holders of Class B Shares are entitled to a separate vote, as a class, on the Consolidation Resolution and are therefore entitled to receive notice of the Meeting and to vote on the Consolidation Resolution.

The Board of Directors has fixed September 6, 1999 as the Record Date for the Meeting and therefore all holders of record of the Class A Shares and Class B Shares at the close of business on such date will, subject as hereinafter provided, be entitled to receive notice of, and to attend and vote at, the Meeting (provided that the holders of Class B Shares are only entitled to vote on the Consolidation Resolution). Where a holder of Class A Shares or Class B Shares has, after the Record Date but before the Meeting, transferred the ownership of any of his Class A Shares or Class B Shares and the transferee of those Class A Shares or Class B Shares either produces properly endorsed share certificates or otherwise establishes that he owns such Class A Shares or Class B Shares and demands, no later than ten days before the Meeting, that his name be included in the list of Shareholders entitled to receive notice of and to attend and vote at the Meeting prepared by the Corporation pursuant to the Corporations Act, such transferee is entitled to vote such Class A Shares or Class B Shares, as applicable, at the Meeting. The person duly appointed under a Proxy, however, will only be entitled to vote the shares represented thereby if the Proxy is delivered to the office of the Registrar and Transfer Agent not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or is delivered to the Chairman of the Meeting prior to the commencement of the Meeting or, if adjourned, any reconvening thereof.

Principal Holders of Corporation Shares

To the knowledge of the directors and senior officers of the Corporation, the only persons or companies of record who own, or who are known to the Corporation to own beneficially, directly or indirectly, or exercise control or direction over, Class A Shares carrying more than 10% of the voting rights attached to all outstanding Class A Shares are as follows:

Holder ARC Capital Ltd. (1) Calgary, Alberta ARC Canadian Energy Venture Fund (1) Calgary, Alberta	No. of Class A Shares % 2,106,801 21.32 2,106,792 21.32

(1) ARC Fund is managed by ARC Equity. ARC Equity and ARC Capital are affiliates of ARC Financial. William H. Slavin is a director and senior officer of ARC Financial.

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To the knowledge of the directors and senior officers of the Corporation, the only persons or companies of record who own, or who are known to the Corporation to own, beneficially, directly or indirectly, or exercise control or direction over, Class B Shares carrying more than 10% of the voting rights (in respect of the Consolidation Resolution) attached to all Class B Shares are as follows:

Holder ARC Capital Ltd. (1) Calgary, Alberta ARC Canadian Energy Venture Fund (1) Calgary, Alberta Augusta Corporation (2) Vancouver, B.C.	No. of Class B Shares % 234,089 43.77 234,088 43.77 66,667 12.46

• (1) ARC Fund is managed by ARC Equity. ARC Equity and ARC Capital are affiliates of ARC Financial. William H. Slavin is a director and senior officer of ARC Financial.

• (2) Augusta is a public company whose shares trade on the Exchange. Messrs. Warke, Clark and Bencic are directors of Augusta.

Provisions Relating to Voting of Proxies

Proxies are not entitled to vote on a show of hands and therefore are only voted when a poll is demanded or required. A poll is a vote by written ballot which gives one vote for each Class A Share or, where applicable, Class B Share, registered in the name of the Shareholder. The Class A Shares or Class B Shares represented by Proxies will, on any poll where a choice with respect to any matter to be acted upon has been specified in the Proxy Form, be voted in accordance with the specification made.

CLASS A SHARES OR CLASS B SHARES (WHERE APPLICABLE) REPRESENTED BY PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE ENCLOSED PROXY FORM WILL, ON A POLL, BE VOTED AS INDICATED ON THE PROXY OR, IF NO CHOICE HAS BEEN SPECIFIED OR BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER, WILL BE VOTED FOR ALL SUCH MATTERS.

The enclosed Proxy Form, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed Proxy thereunder to vote, or withhold from voting, the Class A Shares or Class B Shares, as applicable, in respect of which he or she is appointed Proxy with respect to amendments or variations of matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed Proxy Form to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, the management of the Corporation knows of no such amendment, variation or other matter which may be presented to the Meeting.

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CURRENT DIRECTORS AND MANAGEMENT OF THE CORPORATION

The Corporation’s board of directors was elected at the Corporation’s most recent Annual General Meeting, held June 23, 1999. The following is a list of the current directors and senior officers of the Corporation, their country of residence, their principal occupation over the last 5 years and their holdings of securities of the Corporation:

Name, Position and Country of Residence (1)	Principal Occupation and Occupation During the Past Five Years (1)	Date Became a Director	which control or direction is exercised Number of Class A Shares beneficially owned or over (2)
Richard W. Warke President and Chairman of the Board Canada	Chairman of the Board and President of the Corporation and of Augusta Corporation; President of Augusta Metals Incorporated and Augusta Resource Corporation (public natural resource companies)	January 26, 1993	393,375 (3)(9)
Donald B. Clark (7) Director Canada	Director of the Corporation and of Augusta Corporation, Augusta Metals Incorporated and Augusta Resource Corporation (public natural resource companies)	January 4, 1994	97,625 (4)(9)
Tom Bencic (7) Director Canada	Engineer, Glenrose Hospital, Edmonton, Alberta	January 4, 1994	Nil (5)(9)
R. Stuart Angus (7) Director Canada	Barrister and Solicitor; Partner of the law firm of Stikeman, Elliott	April 29, 1996	Nil (6)
William H. Slavin Director Canada	Senior Vice-President, ARC Financial Corporation, Calgary, Alberta	October 14, 1998	Nil (8)

• (1) The information as to country of residence and principal occupation, not being within the knowledge of the Corporation, has been furnished by the respective directors, individually.

• (2) The information as to the number of Class A Shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Corporation, has been furnished by the respective directors individually.

• (3) Of these, 2,375 are held directly by Mr. Warke, while 391,000 are held by Augusta Capital Corporation, a private company controlled by Mr. Warke. In addition, Mr. Warke holds incentive stock options entitling him to purchase (a) up to 27,500 Class A Shares at a price of $1.00 per share, exercisable up to April 1, 2001; (b) up to 72,500 Class A Shares at a price of $1.00 per share, exercisable up to January 9, 2002; and (c) up to 50,000 Class A Shares at a price of $1.00 per share, exercisable up to November 24, 2002.

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• (4) In addition, Mr. Clark holds incentive stock options entitling him to purchase (a) up to 27,500 Class A Shares at a price of $1.00 per share, exercisable up to April 1, 2001; (b) up to 57,500 Class A Shares at a price of $1.00 per share, exercisable up to January 9, 2002; and (c) up to 37,500 Class A Shares at a price of $1.00 per share, exercisable up to November 24, 2002.

• (5) Mr. Bencic holds incentive stock options entitling him to purchase up to 8,125 Class A Shares at a price of $1.00 per share, exercisable up to November 24, 2002.

• (6) Mr. Angus holds incentive stock options entitling him to purchase (a) up to 6,250 Class A Shares at a price of $1.00 per share, exercisable up to March 18, 2001; (b) up to 11,250 Class A Shares at a price of $1.00 per share, exercisable up to January 9, 2002; and (c) up to 12,500 Class A Shares at a price of $1.00 per share, exercisable up to November 24, 2002.

• (7) Denotes member of Audit Committee.

• (8) Mr. Slavin is a Senior Vice-President and a director of ARC Financial. ARC Financial is an affiliate of ARC Capital, which holds 2,106,801 Class A Shares and 234,089 Class B Shares, and of ARC Equity, which manages ARC Fund, which holds 2,106,792 Class A Shares and 234,088 Class B Shares.

• (9) Messrs. Warke, Clark, and Bencic are directors of Augusta, which holds 600,003 Class A Shares and 66,667 Class B Shares.

The Corporation does not currently have an executive committee.

For a discussion of the present management team of Pulse, see “Pulse - A Joint Venture - Management of Pulse”, and for information with respect to the proposed new directors and senior officers of the Corporation to be appointed in connection with the Closing, see “Particulars of the Acquisition - Change in Directors and Officers”.

The Directors of the Corporation are elected by the Shareholders at each annual general meeting and typically hold office until the next annual general meeting, at which time they may be re-elected or replaced. The Corporation’s bylaws and the Corporations Act permit the directors to appoint directors to fill any casual vacancies that may occur on the board. Individuals appointed as directors to fill casual vacancies hold office like any other director until the next annual general meeting, at which time they may be re-elected or replaced.

EXECUTIVE COMPENSATION

The following table sets forth all annual and long-term compensation awarded, paid to or earned for services in all capacities to the Corporation for the fiscal years ended December 31, 1998, 1997 and 1996 for the Chief Executive Officer (“CEO”) of the Corporation, regardless of the amount of compensation of that individual, and each of the Corporation's four most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recent fiscal year, provided that disclosure is not required for an executive officer whose total salary and bonus does not exceed $100,000 (the “Named Executive Officers”). During the Corporation’s fiscal year ended December 31, 1998, the Corporation had two Named Executive Officers, Richard W. Warke, President and Chairman of the Board and Roderick M. Davies, Vice-President of Exploration of the Corporation.

In 1998, the Corporation effected a plan of arrangement (“Plan of Arrangement”) whereby all of its assets and liabilities were transferred to Augusta, a company with certain common directors and management, in exchange for Class “A” common shares of Augusta which were then distributed to the shareholders of the

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Corporation. As a result, all compensation referred to in this Circular, unless otherwise stated to the contrary, is and was payable to and including September 30, 1998. The Corporation has not paid any compensation to its directors or officers since September 30, 1998.

Summary Compensation Table

		Annual Compensation	Annual Compensation	Annual Compensation	Long Term Compensation	Long Term Compensation	Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Compen- sation ($) Other Annual	SARs granted (#) Under Options/ Securities	Share Units ($) Shares or Restricted Restricted	LTIP Payouts ($)	Compen- sation ($) All Other
Richard W. Warke President and Chairman of the Board	1998 1997 1996 (1)	75,000 100,000 50,000	Nil Nil Nil	12,333 9,967 10,068	Nil/0 122,500/0 27,500/0 (2) (2)	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil
Roderick M. Davies Vice-President, Exploration	1998 1997 1996 (1)	Nil Nil Nil	Nil Nil Nil	107,039 155,764 110,850	Nil/0 25,000/0 Nil/0 (2)	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil
Gil Atzmon (4) Past President	1997 1996	23,467 61,298	Nil Nil	Nil Nil	175,000/0 Nil/0 (3)	N/A N/A	N/A N/A	Nil Nil

(1) For the period ended September 30, 1998.

(2) These options were consolidated on a four for one basis effective October 1, 1998.

(3) These options were cancelled effective December 31, 1997.

(4) Mr. Atzmon was appointed President of the Corporation during 1996. He ceased as President on December 31, 1997 at which time Mr. Warke was re-appointed as President.

Richard W. Warke, the President, Chairman and a director of the Corporation received an annual salary of $75,000 and, during the most recent fiscal year, received cash compensation aggregating $87,333.

Long Term Incentive Plan Awards

Long term incentive plan awards (“LTIP”) means “any plan providing compensation intended to serve as an incentive for performance to occur over a period longer than one financial year whether performance is measured by reference to financial performance of the Corporation or an affiliate, or the price of the Corporation's shares but does not include option or stock appreciation rights plans or plans for compensation through restricted shares or units”. The Corporation has not granted any LTIP's to the Named Executive Officers during the past fiscal year.

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Stock Appreciation Rights

Stock appreciation rights (“SARs”) means a right, granted by an issuer or any of its subsidiaries as compensation for services rendered or in connection with office or employment, to receive a payment of cash or an issue or transfer of securities based wholly or in part on changes in the trading price of the Corporation's shares. No SARs were granted to or exercised by the Named Executive Officers during the past fiscal year.

Options Granted During the Most Recently Completed Financial Year

During the fiscal year ended December 31, 1998, no incentive stock options were granted by the Corporation to the Named Executive Officers.

Aggregated Options/SAR Exercises During the Most Recently Completed Financial Year and Financial Year-End Option/SAR Values

The following table sets forth securities acquired on exercise and the number and value of the options held at December 31, 1998 by the Named Executive Officers.

Name	(#) Securities Acquired on Exercise	($) Aggregate Value Realized	at Fiscal Year End Unexercised Options (#)	($) Unexercised In-the- Money Options at FY-END Value of
Richard W. Warke	Nil	Nil	150,000 (1)	Nil
Roderick M. Davies	Nil	Nil	25,000 (1)	Nil

(1) These options were consolidated on a four for one basis effective October 1, 1998.

No incentive stock options were exercised by the Named Executive Officers during the past fiscal year.

Pension Plans

The Corporation does not provide retirement benefits for its directors or executive officers.

Termination of Employment, Change in Responsibilities and Employment Contracts

Effective January 1, 1997, the Corporation commenced paying Richard W. Warke, its Chairman, an annual salary of $100,000, payable in 24 equal semi-monthly installments. This arrangement was formalized, in writing, by a letter agreement dated January 16, 1997 between the Corporation and Mr. Warke. Mr. Warke was appointed President on December 31, 1997 upon the resignation of Mr. Atzmon. This employment contract was assumed by Augusta effective September 30, 1998, as a result of the Plan of Arrangement.

Effective January 1, 1997, the Corporation commenced paying Donald B. Clark, one of its directors, an annual salary of $100,000, payable in 24 equal semi-monthly installments. This arrangement was formalized, in

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writing, by a letter agreement dated January 16, 1997 between the Corporation and Mr. Clark. Mr. Clark provides finance and administration services to the Corporation. This employment contract was assumed by Augusta effective September 30, 1998, as a result of the Plan of Arrangement.

Effective May 1, 1996, the Corporation commenced paying Roderick M. Davies, its Vice-President, Exploration, fees for services in the amount of $12,500 (Australian Dollars) per month. This arrangement was formalized, in writing, by a letter agreement dated April 16, 1996 between the Corporation and Mr. Davies. This employment contract was assumed by Augusta effective September 30, 1998, as a result of the Plan of Arrangement.

As a result of the Plan of Arrangement, the Corporation no longer has any employment agreements with any of its senior officers, nor does it pay any salaries or other compensation in that regard.

The Corporation has no plans or arrangements in respect of remuneration received or that may be received by the Named Executive Officers in the Corporation’s most recently completed fiscal year or current fiscal year in respect of compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control.

For details with respect to the employment agreements to be entered into by the Corporation on Closing and salaries to be paid to new management, see “Particulars of the Acquisition - Employment Contracts”.

Compensation of Directors

During the fiscal year ended December 31, 1998, no incentive stock options were granted by the Corporation to directors who are not Named Executive Officers.

No incentive stock options were exercised by directors who are not Named Executive Officers during the past fiscal year. As at the end of the Corporation’s most recent fiscal year, none of the unexercised incentive stock options held by directors who are not Named Executive Officers were “in-the-money”.

Management Agreement with Augusta Corporation

Effective October 1, 1998, the Corporation entered into a Management Services Agreement (the “Augusta Management Agreement”) with Augusta, pursuant to which the Corporation pays a management fee of $5,000 per month (plus GST) to Augusta in consideration of Augusta providing office space and facilities and management services to the Corporation. The services are provided primarily by employees and officers of Augusta, and consist primarily of general office administration, secretarial and accounting services, together with other matters of day to day administration and such other management and corporate services as the Board of Directors may decide.

In the fiscal year ended December 31, 1998, the Corporation paid Augusta $15,000, and during the sevenmonth period ended July 31, 1999, the Corporation paid Augusta $35,000 (in each case plus GST), pursuant to the Augusta Management Agreement.

The Augusta Management Agreement was for an initial term of six months ending March 30, 1999, and has been renewed for a further six month term ending September 30, 1999 (subject to further extension by the Board of Directors). The Augusta Management Agreement will terminate upon completion of the Acquisition. In accordance with the provisions of the Augusta Management Agreement, in consideration of

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the additional services of Augusta to be provided in connection with the Acquisition and related transactions, the Corporation will pay Augusta an additional fee of $25,000.

The Insiders of Augusta are Richard W. Warke, West Vancouver, B.C. (Chairman, President, and a Director), Donald B. Clark, Richmond, B.C. (Director), Tom Bencic, St. Albert, Alberta (Director), Robert P. Wares, Montreal, Quebec (Director), and Roderick M. Davies, Sydney, Australia (Vice-President, Exploration).

Stock Options

Certain current and former directors and officers of the Corporation hold options to purchase an aggregate of 360,625 Class A Shares and certain employees of the Corporation hold options to purchase an aggregate of 28,750 Class A Shares, which options are exercisable at a price of $1.00 per Class A Share and expire between March 2001 and November 2002. It is intended that all such options will expire 90 days following Closing. For details with respect to options held by present directors and officers, see “Current Directors and Management of the Corporation”.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

During the Corporation’s past fiscal year, no director, executive officer or senior officer of the Corporation, or any associate or affiliate of any such director, executive or senior officer is or has been indebted to the Corporation or any of its subsidiaries or is or has been indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, other than routine indebtedness.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as set forth below or elsewhere in this Circular, and other than transactions carried out in the ordinary course of business of the Corporation or any of its subsidiaries, none of the directors or senior officers of the Corporation, any Shareholder beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Corporation nor an associate or affiliate of any of the foregoing persons had since January 1, 1998 (being the commencement of the Corporation's last completed financial year) any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Corporation or any of its subsidiaries.

PARTICULARS OF THE ACQUISITION

Background and Purpose of the Acquisition

The purpose of the Acquisition is to complete the restructuring of the Corporation begun with the implementation of the Plan of Arrangement. Pursuant to the Plan of Arrangement, on October 1, 1998, the then existingliabilities, assets, and mineral properties held by the Corporation were transferred to and assumed by Augusta, and each holder of Class “A” common shares of the Corporation (as then constituted) received, in exchange for the Class “A” common shares (as then constituted) then held by such Shareholder:

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• (a) the same number of Class “A” common shares of Augusta as the number of Class “A” common shares of the Corporation (as then constituted) held by such holder; and

• (b) one Class A Share for each four Class “A” common shares of the Corporation (as then constituted) then held by such holder (effectively, a 4:1 consolidation of the Class “A” common shares of the Corporation (as then constituted)).

Following the implementation of the Arrangement, the Corporation completed a private placement of an aggregate of 534,844 special warrants of the Corporation to Augusta (66,667 special warrants), ARC Capital (234,089 special warrants) and ARC Fund (234,088 special warrants) at $1.70 per special warrant to raise proceeds of $909,235 (the special warrants were each exercisable, for no additional consideration, to acquire 9 Class A Shares and 1 Class B Share, and were all exercised on September 2, 1999). At the time of the private placement, it was the intention of ARC Financial and the Corporation to provide the Shareholders with exposure to the Canadian energy sector by creating a new going concern company engaged in the oil and natural gas upstream or service sector. Since the implementation of the Plan of Arrangement, ARC Financial has undertaken a comprehensive review of a number of opportunities in an effort to implement this strategy. The proposed Acquisition is the result of these efforts.

Terms of the Acquisition

Pursuant to the Transaction Agreement, the Corporation will acquire the Assets from the Vendors on Closing in consideration of the issuance of an aggregate of 2,888,900 Units to the Vendors, as follows:

Vendor Ramken Inc. Iconoclast Inc. Burtt Consulting and Development Ltd. Marilyn Investments Ltd. Breezy Holdings Ltd. Robnic Holdings Ltd.	No. of Units
	240,000 1,048,895 160,000 40,000 900,005 500,000 2,888,900

The Units will be issued at a deemed price of $1.125 per Unit, for a total purchase price of $3,250,012 (deemed). Each of the Vendors is a private Alberta corporation (for details on the beneficial ownership thereof, see “Pulse - a Joint Venture - The Pulse Joint Ventures”). The Vendors will hold the following percentages (without giving effect to the exercise of any Warrants) of the then issued New Class A Shares following Closing and the completion of the Private Placement: Ramken Inc. (2.51%), Iconoclast Inc. (10.98%), Burtt Consulting and Development Ltd. (1.67%), Marilyn Investments Ltd. (0.42%), Breezy Holdings Ltd. (9.43%), and Robnic Holdings Ltd. (5.23%). All of the New Class A Shares comprised in the Units, and any Warrant Shares issued upon the exercise of any Warrants, will be subject to hold periods and may not be traded in British Columbia or Alberta for a period of one year from the Closing except under certain limited exemptions under applicable securities legislation.

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Upon issuance of the Units, the Vendors will hold, collectively, Warrants to purchase an additional 1,011,114 Warrant Shares. The terms and conditions which govern the Warrants will be contained in the certificates representing the Warrants which will contain, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Warrant Shares upon the occurrence of certainevents,includinganysubdivision,consolidationorreclassification of theNew Class A Shares, payment of stock dividends or the amalgamation or other reorganization of the Corporation.

In addition, on Closing the Corporation will acquire a 100% interest in all additional assets (including, without limitation, seismic data) acquired by Pulse after August 1, 1999 (the effective date of the Acquisition) in consideration of the payment by the Corporation of an amount equal to the expenses of Pulse in acquiring such assets, net of any revenues or recoveries by Pulse in connection therewith, and the assumption by the Corporation of all liabilities in connection with such additional assets.

Pursuant to the Acquisition Agreement, each of the Vendors and the principals thereof have agreed not to compete with the Corporation for a period of two years following Closing (or such shorter period as a court may determine).

On Closing, Augusta will hire the existing employees of Pulse (including Kenneth G. MacDonald, Brent D. Gale, and David E. Smiddy), will occupy the office space presently occupied by Pulse in Calgary pursuant to the Lease and will commence the business of designing, marketing, and acquiring non-exclusive seismic data surveys for licensing to the oil and gas exploration sector in western Canada.

Description of Closing Transactions

In connection with the Closing, the following actions will be taken:

1. The Corporation will file the appropriate documentation with the Director to implement the Consolidation and change its name to “Pulse Data Inc.”.

2. The Corporation will acquire the Assets and, in consideration thereof, will issue the Units to the Vendors as set forth above.

3. Messrs. Clark, Bencic, and Angus will resign as directors and Kenneth G. MacDonald and Arthur E. Dumont will be appointed to fill two of the vacancies thereby created.

4. Richard W. Warke will resign as Chairman and President, William H. Slavin will be appointed Chairman, Kenneth G. MacDonald will be appointed President, Brent D. Gale will be appointed VicePresident, Operations, and David E. Smiddy will be appointed Vice-President, Finance, and the Corporation will enter into the Employment Agreements with Messrs. MacDonald, Gale, and Smiddy.

5. The Corporation, ARC Capital, ARC Fund, and David E. Smiddywill complete the Private Placement.

Corporate Structure and Ownership

Presented below is the corporate structure and ownership of the Corporation before and after the completion of the transactions comprising the Acquisition and the Private Placement:

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(a) Corporate Structure Immediately Prior to Arrangement

The Corporation presently has no subsidiaries or material assets other than cash. Its greater than 10% holders of Class A Shares are ARC Capital (21.32%) and ARC Fund (21.32%).

(b) Corporate Structure Immediately Following Closing and Completion of the Private Placement

Upon the closing of the Acquisition, and assuming the completion of the proposed Private Placement of 2,711,120 Units to ARC Capital, ARC Fund and David E. Smiddy, the Corporation will own the Assets both directly and through the 100% ownership of Holdco 1 and Holdco 2 and the current Shareholders (other than Augusta,ARC CapitalandARC Fund)willholdapproximately21.22%, ARC Capital will hold approximately 12.54%, ARC Fund will hold approximately 33.02%, and the Vendors will hold approximately 30.24% of the then issued New Class A Shares. Holdco 1 and Holdco 2 will be wholly owned subsidiaries of the Corporation.

In diagrammatic form, the pre- and post-Closing structures are as follows:

Pre-Closing

Public Shareholders	Public Shareholders	Augusta	ARC Capital	ARC Capital		ARC Fund
				21.32%
		Augusta Gold Corporation (Canada)

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Post-Closing

==> picture [468 x 251] intentionally omitted <==

----- Start of picture text -----

Pulse 2 Public Augusta ARC Capital ARC Fund Pulse 3
Vendors Shareholders Vendors
21.22% 2.51% 12.54% 33.02%
20.93% Pulse Data Inc. 9.31%
(Canada)
50% 100% 100%
Holdco 2 Holdco 1 36.5% 100% 50% 50%
(Alberta) (Alberta)
12.5% 1%
Pulse 2 Remaining Pulse 3 Data
Data Assets
----- End of picture text -----

Approval by and Recommendation of the Board of Directors

The Board of Directors (with the exception of William H. Slavin, who abstained from voting) have approved the Acquisition Agreement, the Acquisition and the Private Placement and have authorized submission of the Consolidation, Acquisition, Private Placement, and proposed Change of Auditor to the Shareholders for consideration and, if thought appropriate, approval.

The decision of the Board of Directors to approve the Acquisition and Private Placement for submission to the Shareholders and was reached after consideration of many factors, including principally the following:

1. the Valuation Report indicates that the consideration payable by the Corporation is fair;

2. the previous financial performance of Pulse indicates that the proposed new management of the Corporation has successfully operated a seismic data business in the past;

3. the principals of Pulse will become employed by and work for the Corporation on a full-time basis;

4. the recent upturn in the oil and gas industry has created a favourable environment for expansion of the non-exclusive seismic data industry; and

5. the results of the investigation of Pulse by the Corporation and ARC Financial fully support the representations made by Pulse with respect to the non-exclusive seismic data business.

The Board of Directors has concluded that the Acquisition and the Private Placement are in the best interests of the Corporation and recommends that all Shareholders vote in favour of the Acquisition Resolution, the Private Placement Resolution, the Consolidation Resolution, and the

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Auditor Resolution, thereby approving the implementation of the Consolidation, the Acquisition, the Private Placement and the proposed change of Auditor. Closing of the Acquisition is subject to fulfilment of certain conditions. See "Particulars of the Acquisition - Conditions to the Closing of the Acquisition.”

Conditions to the Closing of the Acquisition

Pursuant to the Acquisition Agreement, the obligations of the Corporation pursuant to the Acquisition Agreement are subject to the satisfaction or waiver by the Corporation of certain conditions, including:

• (a) the Shareholders must pass the Acquisition Resolution as an Ordinary Resolution;

• (b) theShareholders mustpass theConsolidationResolutionas a Special Resolution and the Consolidation must have been implemented;

• (c) no action, suit, or proceeding has been instituted and is continuing as at Closing for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Acquisition, and no cease trading or similar order with respect to any securities of the Corporation has been issued and remains outstanding;

• (d) the Exchange, or another recognized Canadian stock exchange, has accepted for filing the Acquisition Agreement and the Consolidation;

• (e) all other material consents, waivers, orders and approvals, including regulatory approvals and orders necessary for the completion of the Acquisition have been obtained or received as determined by the Corporation and none contain conditions or require undertakings considered unsatisfactory or unacceptable by the Corporation;

• (f) ARC Capital, ARC Fund, David E. Smiddy and the Corporation have agreed to complete the Private Placement, the Shareholders have passed the Private Placement Resolution, and the Exchange, or another recognized Canadian stock exchange, has accepted the Private Placement for filing;

• (g) the Vendors have given their written consent to the transfer of the Assets to the Corporation and have waived the right of first refusal and related matters contained in the Pulse 2 Agreement and the Pulse 3 Agreement;

• (h) the Pulse 2 Agreement and the Pulse 3 Agreement have each been amended and restated to the satisfaction of the Corporation; and

• (i) certain other conditions listed in the Acquisition Agreement have been satisfied or waived.

The obligations of each of the parties to the Acquisition Agreement to complete the transactions contemplated by the Acquisition Agreement are further subject to the condition, which may be waived by any such party without prejudice to its right to rely on any other condition in its favour, that each and every one of the covenants of the other parties thereto to be performed on or before the Closing pursuant to the terms of the Acquisition Agreement have been duly performed by each of them and that, except as affected by the transactions contemplated by the Acquisition Agreement, the representations and warranties of such other parties thereto are true and correct in all material respects as at Closing, with the same effect as if such

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representations and warranties had been made at and as of such time, and each such party has received a certificate, dated at Closing, of a senior officer of each other party confirming the same.

Required Shareholder Approval

It is a condition of the acceptance for filing by the Exchange of the Acquisition Agreement and the Acquisition that the Acquisition and the change of business of the Corporation followingClosing(the “Change of Business”) be approved by the Shareholders by Ordinary Resolution. Accordingly, at the Meeting the Shareholders will be asked to pass the Acquisition Resolution, as an Ordinary Resolution, to approve the Acquisition and the Change of Business.

Date of Closing

If the Meeting is held on October 12, 1999, as scheduled, and is not adjourned, and if the Shareholders approve the Consolidation Resolution, the Acquisition Resolution, and the Private Placement Resolution, and if all other conditions to Closing are satisfied or waived, the Acquisition Agreement provides that the Closing Date will be on or about October 13, 1999, but in any event no later than October 31, 1999.

Termination of the Acquisition Agreement

The Acquisition Agreement may, at any time before or after the holding of the Meeting but no later than the Closing, be terminated by the Corporation or the Vendors if any of the conditions precedent to the Closing have not been satisfied or (to the extent possible) waived on or before October 31, 1999, or by the Corporation or the Vendors if the Vendors or the Corporation, respectively, have not complied with or performed, in all material respects, their respective covenants and obligations under the Acquisition Agreement, or by the Corporation and the Vendors by mutual agreement.

Intentions of Management and Significant Shareholders in Respect of the Acquisition

The directors and officers of the Corporation have indicated that they intend to vote the Class A Shares owned by them in favour of each of the Consolidation Resolution, the Acquisition Resolution, the Private Placement Resolution and the Auditor Resolution. As at September 6, 1999, the directors and officers of the Corporation owned or exercised control or direction over 491,000 (4.96%) of the outstanding Class A Shares. In addition, each of Augusta, ARC Capital, and ARC Fund have indicated that they intend to vote the aggregate 4,813,596 Class A Shares (48.71%) held by them in favour of each of such resolutions, and the 534,844 Class B Shares (100%) held by them in favour of the Consolidation Resolution.

Change in Directors and Officers on Closing

Subject to the Closing occurring, the Acquisition Agreement provides that, on Closing, Messrs. Clark, Bencic, and Angus will resign as directors of the Corporation, and the remaining two directors (Messrs. Warke and Slavin) will appoint two new directors to fill the vacancies thereby created.

The following table sets forth the names of the individuals proposed to be appointed to fill such vacancies, the country in which he is ordinarily resident, the offices of the Corporation it is proposed he will be appointed to and the number of New Class A Shares he will beneficially own, or exercise control or direction over, following Closing and completion of the Private Placement:

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Name, Proposed Position and Country of Residence (1)	Principal Occupation over the last 5 years (1)	owned or over which control or direction will be exercised Number of New Class A Shares which will be beneficially (1)
Kenneth G. MacDonald, Proposed Director and Proposed President Canada	Principal of Pulse - A Joint Venture	1,048,895 (2)
Arthur E. Dumont Proposed Director Canada	President and Chief Executive Officer of Petro Well Energy Services Inc. since April 19, 1999. Prior thereto he was President of Jettstar Resources Services Inc. from November 1, 1998; Executive Vice-President, Corporate Development of Jettstar from March 25, 1998 to November 1, 1998; President of Hughes Christensen Canada, a division of Baker Hughes Canada Inc. from March 1, 1998 to September 30, 1998; President and Chief Operating Officer of Western Rock Bit Company Limited (a private company) from November 1, 1997 to March 1, 1998; Chief Operating Officer of Precision Drilling Corporation (a public company) from May 6, 1997 to November 1, 1997; President and Chief Operating Officer of Kenting Energy Services Inc. (a public company) from February 1, 1997 to May 6, 1997; President of Kenting Energy Services Ltd. and Vice-President, Energy Services, Trimac Limited (a public company) from 1989 to February 1, 1997.	Nil

• (1) The information as to country of residence, principal occupation, and number of shares held, not being within the knowledge of the Corporation, has been furnished by the respective individuals.

• (2) These New Class A Shares will be held by Iconoclast Inc. (one of the Vendors) which is controlled by Mr. MacDonald and will represent approximately 10.98% of the then outstanding New Class A Shares. In addition, Ramken Inc. (a company controlled by Ramona M. MacDonald, the spouse of Kenneth G. MacDonald) will hold 240,000 New Class A Shares representing 2.51% of the then outstanding New Class A Shares.

Following Closing, it is proposed that the audit committee, which is presently composed of Messrs. Angus, Bencic, and Clark, will be reconstituted as Messrs. Dumont, Slavin, and Warke.

Subject to the Closingoccurring, it is proposed that the followingindividuals will be appointed to the following offices:

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William H. Slavin	-	Chairman
Kenneth G. MacDonald	-	President
Brent D. Gale		Vice-President, Operations
David E. Smiddy	-	Vice-President, Finance
Don Tse	-	Secretary

Employment Contracts

Subject to the Closingoccurring, the Transaction Agreement provides that the Corporation will enter into the Employment Agreements with each of Kenneth G. MacDonald, Brent D. Gale and David E. Smiddy. The terms of such Employment Agreements (which are subject to acceptance for filing by the Exchange) are as follows.

Each Employment Agreement will be for an indefinite term commencing effective upon Closing, subject to termination by either the employee or the Corporation in accordance with its terms. The initial gross salaries (which are to be reviewed annually by the Board of Directors) will be as follows: Kenneth G. MacDonald, President, - $120,000 per annum; Brent D. Gale, Vice-President, Operations - $120,000 per annum, and David E. Smiddy, Vice-President, Finance - $120,000 per annum. Pursuant to the employment agreements, each employee will provide his services full-time and will provide the Corporation with the general, technical, supervisory, and management services as required in the normal course of business of the Corporation, together with such specific tasks and duties as assigned by the Board of Directors.

The Employment Agreements, and the employment of the employees thereunder, are terminable by the Corporation for just cause or upon such employee becoming unable to perform his duties due to accident or illness (as defined in the Employment Agreements) at any time without any required severance payments, or without cause upon notice, in which case a severance payment equal to 12 months at such employee’s then current salary is payable.

The employee may terminate his Employment Agreement, and employment thereunder, by notice to the Corporation upon a material breach by the Corporation thereof, at any time without just cause upon ninety days’ notice, or if his salary or benefits are reduced, his duties are changed, or his regular place of work is relocated outside Calgary, Alberta following a change of control of the Corporation (meaning, generally, a change of more than half of the directors of the Corporation not sanctioned by the existing directors, whether pursuant to a vote of the shareholders or a merger, amalgamation, arrangement, or similar transaction involving the Corporation), provided that the employee gives notice within six months of a change of control.

If the employee terminates his employment due to a material breach by the Corporation or as a result of the foregoing circumstances following a change of control, then a severance payment equal to 12 months’ pay at the employee’s then current salary is due.

In addition, the Employment Agreements provide that the employee is entitled to participate in all employee benefit plans (including incentive stock option plans) and to be reimbursed for expenses incurred in the course of his employment. The Employment Agreements also prohibit the employee from competing with the Corporation during the period commencing on Closing and ending two years after the termination of such

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employment, withintheprovinces of British Columbia and Alberta and the Yukon and Northwest Territories (or such lesser time or such smaller area as a court may decide).

Grant of Options

Following Closing, it is proposed that, subject to the acceptance for filing thereby by the Exchange, or another recognized Canadian stock exchange, incentive stock options, priced at $1.125 (post-Consolidation) or such other exercise price as may be required by the Exchange, be granted as follows:

	No. of New Class A
Optionee(s)	Shares Optioned
Messrs. MacDonald, Gale, and Smiddy	400,000 (in the aggregate)
William H. Slavin	120,000

These options will vest as to one-third on each of the first, second, and third anniversaries of Closing and will be exercisable for five years from the date of grant. The existing options to purchase 389,375 Class A Shares at $1.00 per Class A Share held by current and former directors, officers, and employees (which will be reduced to options to purchase 155,750 New Class A Shares at $2.50 per New Class A Share following the Consolidation) will expire ninety days after the Closing, or such later date as the holder ceases to be a director, officer, or employee.

Data Management Agreement with Pulse

In connection with the Acquisition, upon Closing the Corporation will enter into a Data Management Agreement with the Vendors, to be effective as and from Closing, pursuant to which the Corporation will provide certain management services to the Vendors and Pulse in connection with the Data (which will be jointly owned by the Vendors and the Corporation). The Corporation will be responsible for storing and managing the Data and making the Data available for license by the exploration industry, whether directly or through seismic data brokers. In consideration for such services, the Corporation will receive a management fee of 5%, and a sales commission of 10% (less any commissions payable to seismic data brokers) of the gross revenue on each sale of Data.

Expenses of the Transaction

Pursuant to the Acquisition Agreement, the Corporation has agreed to pay, in addition to its own costs, the reasonable legal fees and disbursements incurred by ARC Fund and ARC Capital, as well as 50% of the legal and other advisory fees and disbursements of the Vendors to a maximum of $30,000. In addition, the Corporation has agreed to reimburse the Vendors for 50% of the success fee payable by the Vendors to David Smiddy. The Corporation will also pay a fee of $150,000 to ARC Financial on Closing in connection with ARC Financial’s role in organizing the Acquisition.

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THE CONSOLIDATION

It is a condition of the Closing that the Corporation has implemented the Consolidation to effect a 2.5 old for 1 new consolidation of both its Class A Shares and Class B Shares. No fractional New Class A Shares or New Class B Shares will be issued. Holders of Class A Shares or Class B Shares who would otherwise be entitled to receive a fractional New Class A Share or New Class B Share will forfeit such fractions for cancellation without any compensation whatsoever. In addition, the Acquisition Agreement provides for a change of the name of the Corporation to “Pulse Data Inc.”, and the policies of the Exchange require that the Corporation change its name to avoid confusion in the minds of the public following the Consolidation. Following Closing it is proposed that the Corporation move its head office and registered office from Vancouver, British Columbia to Calgary, Alberta.

The Consolidation, change of name and change in the location of the registered office all require an amendment to the Articles, and the Consolidation Resolution makes the required amendment. Pursuant to the Corporations Act, a change in the Articles may only be made by a Special Resolution. Because the Class B Shares will be affected by the Consolidation, the Class B Shares (which do not normally have the right to receive notice of meetings or vote) are entitled to vote, as a separate class, on the Consolidation Resolution, which must be passed as a Special Resolution.

Accordingly, at the Meeting the Shareholders will be asked to consider and, if thought appropriate, pass a SpecialResolutionsubstantiallyin the form of the Consolidation Resolution attached as Schedule “B” to this Circular. The Consolidation will become effective upon the filing of the required articles of amendment with the Director, which is anticipated to occur immediately prior to Closing.

If the Consolidation Resolution is not passed as a Special Resolution, the Acquisition will be not be implemented, as the Consolidation is a condition precedent to the Closing of the Acquisition.

If the Consolidation Resolution is passed and the Consolidation is implemented, Shareholders whose names appear on the register of holders of the Class A Shares and Class B Shares at the close of business on the Business Day prior to the Closing Date will be mailed letters of transmittal to be completed and returned with the certificates for their Class A Shares and Class B Shares in order to obtain the certificates for the New Class A Shares or Class B Shares, as applicable, to which they are entitled. In this regard, each Shareholder will receive 0.4 of a New Class A Share or New Class B Share for each one Class A Share or Class B Share held (one New Class A Share for each 2.5 Class A Shares held and one New Class B Share for each 2.5 Class B Shares held). Each holder of a Corporation Option will, following the Consolidation, be entitled to purchase 0.4 of a New Class A Share for each one Class A Share in respect of which such Corporation Option was formerly exercisable, at an exercise price equal to two and one-half times the previous exercise price (one New Class A Share for each 2.5 Class A Shares in respect of which such Corporation Option was formerly exercisable).

THE PRIVATE PLACEMENT

Subject to acceptance by the Exchange (or other recognized Canadian stock exchange), immediately upon the completion of the Acquisition, the Corporation will carry out the Private Placement by issuing 355,560 Units to ARC Capital, 2,311,120 Units to ARC Fund and 44,440 Units to David E. Smiddy at $1.125 per Unit to raise gross proceeds of $3,050,010. All securities issued pursuant to the Private Placement will

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be subject to hold periods and may not be traded in British Columbia or Alberta for a period of one year from issuance except under certain limited exemptions under applicable securities legislation.

Upon issuance of the Units, the three placees will hold, collectively, Warrants to purchase an additional 948,892 Warrant Shares. The terms and conditions which govern the Warrants will be contained in the certificates representing the Warrants which will contain, among other things, anti-dilution provisions and provision for the appropriate adjustment in the class, number and price of the Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the New Class A Shares, payment of stock dividends, or the amalgamation or other reorganization of the Corporation.

The gross proceeds of the Private Placement will be used by the Corporation to cover the expenses of the Acquisition, the Private Placement, the Consolidation, and related matters, to conduct proprietary seismic surveys, to complete further acquisitions as they may occur, and for working capital. See “Particulars of the Acquisition - Expenses of the Transaction”. There maybe circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Corporation to achieve its business objectives.

Followingcompletionof the Private Placement, ARC Capital will hold approximately12.54%, and ARC Fund will hold approximately 33.02%, of the then outstanding New Class A Shares. Pursuant to the applicable rules and policies of the Exchange, shareholder approval is required in connection with the acquisition of voting securities carrying with them 20% or more of the voting rights attached to all securities of a corporation pursuant to a private placement. Accordingly, as ARC Fund will be acquiring 2,311,120 New Class A Shares, representing approximately 24.20% of the approximately 9,552,653 Class A Shares which will then be outstanding (and representing an aggregate ownership of 33.02% with its existing Class A Shares following the Consolidation), approval of the Shareholders to the Private Placement is required. The Corporation also wishes to obtain the approval of the Shareholders to the portion of the Private Placement to ARC Capital and the private placement to David E. Smiddy so that the dilution occasioned thereby will not be counted in determining whether or not future private placements may require approval of the Shareholders.

Accordingly, at the Meeting (subject to the approval of the Acquisition Resolution and Consolidation Resolution by the Shareholders) the Shareholders will be asked to pass an Ordinary Resolution substantially in the following form:

“RESOLVED that the proposed private placement of 2,311,120 Units to ARC Canadian Energy Venture Fund, 355,560 Units to ARC Capital Ltd., and 44,440 Units to David E. Smiddy, at $1.125 per Unit (or such higher price as may be required by the Exchange) each Unit consisting of one post-consolidation Class “A” common share and 0.35 of a Warrant, with one whole warrant being exercisable to acquire one additional post-consolidation Class “A” common share for a period of two years after issue, which will result in the issuance of voting securities to ARC Canadian Energy Venture Fund in excess of 20% of the then outstanding voting securities of the Corporation, and the creation of the control block thereby constituted in ARC Canadian Energy Venture Fund, be and the same is hereby authorized and approved.”

In addition to approval as an Ordinary Resolution, the Private Placement Resolution is required to be passed by a majority of the Shareholders other than ARC Fund and its affiliates (in this case, ARC Capital is the only affiliate holding Class A Shares known to the Corporation or its management).

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The following information has been supplied by ARC Fund, who is solely responsible for the accuracy of such information.

ARC Fund is a private joint investment fund of a Canadian limited partnership, a U.S. limited partnership, and certain joint investors which is managed by ARC Equity (an affiliate of ARC Financial), and which invests in a diversified portfolio of early stage (generally less than $100 million of market value) oil and natural gas production and energy service companies in the Canadian energy business. ARC Capital is a wholly owned subsidiary of ARC Financial. ARC Financial commenced business in 1989 under the name of “PowerWest Financial Ltd.” and is a Calgary based investment management and merchant banking company focussed on the oil and gas sector in Canada. ARC Financial has a unique combination of expertise in investment research, equity investment, production management, corporate merger, acquisition, and divestment transactions as well as broad experience within the energy sector. ARC Financial and its principals have participated in a significant number of transactions involving oil and natural gas production and service companies.

PROPOSED CHANGE OF AUDITOR

Pursuant to the Acquisition Agreement, upon Closing it is proposed to change the Auditors from Deloitte & Touche LLP to KPMG LLP. The Board of Directors and the audit committee of the Board of Directors have each approved the change of Auditor, subject to Closing. Attached as Schedule “C” to this Circular is a Notice of Change of Auditor, as well as letters of response from both Deloitte & Touche LLP and KPMG LLP, as required by National Policy No. 31 of the Canadian Securities Administrators.

Pursuant to the Corporations Act, the proposed change in the auditor from Deloitte & Touche LLP to KPMG LLP and the appointment of KPMG LLP is required to by approved by an Ordinary Resolution.

Accordingly, at the Meeting the Shareholders will be asked to consider and, if thought appropriate, pass an Ordinary Resolution in substantially the following terms:

“RESOLVED THAT, subject to the closing of the proposed acquisition by the Corporation from Pulse - A Joint Venture pursuant to an agreement dated September 13, 1999, the change in the auditor of the Corporation from Deloitte & Touche LLP to KPMG LLP be and the same is hereby approved, ratified, and confirmed, and that, subject to such change being effected, KPMG LLP be and they are hereby appointed as auditors of the Corporation until the next annual meeting of the shareholders of the Corporation at a remuneration to be fixed by the directors.”

If the Auditor Resolution is not passed, or if the Auditor Resolution is passed but Closing does not occur, Deloitte & Touche LLP will remain as the Auditors. Deloitte & Touche LLP were first appointed Auditors on March 17, 1995.

APPROVAL OF FUTURE PRIVATE PLACEMENTS

While the Corporation anticipates that the Private Placement and cash flow from operations following Closing will be sufficient to permit the Corporation to engage in and develop its proposed seismic data business, it is possible that the Corporation may require additional funds to expand its operations. In order for the

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Corporation to raise such funds, the Corporation might arrange private placement subscriptions for New Class A Shares or for securities convertible into New Class A Shares.

The policies of the Exchange require the approval of Shareholders to any private placement if:

• (a) the number of private placement shares to be issued to one placee, or to a group of placees who intend to vote their equity shares as a group, is equal to or greater than 20% of the number of the Corporation’s equity shares outstanding:

• (i) after giving effect to the issuance of the private placement shares; or

• (ii) in the case of convertible securities after including the equity shares which would be issued on conversion; or

• (b) the issuance of the private placement shares or equity shares upon conversion may result in, or is part of a transaction involving, a change in the effective control of the Corporation or the creation of a control block.

It is also a policy of certain other Canadian stock exchanges that the aggregate number of shares of a company which are issued or made subject to issuance (i.e. issuable pursuant to a share purchase warrant or option or other convertible security) by way of one or more private placement transactions during any particular six month period must not exceed 25% of the number of shares outstanding (including any shares issuable on the exercise of any convertible securities) at the beginning of the period. However, such exchanges permit advance blanket approval by the Shareholders for the issuance of no more than 100% of the total aggregate issued and outstanding securities of the company in any interim period between meetings of the company’s securityholders.

It is quite possible that any private placement by the Corporation following Closing could trigger the Exchange requirements or exceed the 25% limit (if then applicable), which may restrict the availability of funds that the Corporation may need to raise, or result in significant delay and expense in respect of any such financing. Therefore, at the Meeting, Shareholders will be asked to approve, with or without amendment, an Ordinary Resolution authorizing, in advance, one or more private placement transactions that result in the acquisition by one placee (or group of placees acting together) which would affect materially the control of the Corporation or which exceed, in the aggregate, 25% of the number of New Class A Shares which will be outstanding following the Closing and the Private Placement (anticipated to be approximately 9,552,653 New Class A Shares), substantially in the following form:

“RESOLVED, as an ordinary resolution, that:

• (a) the issuance by the Corporation in one or more private placements, during the period commencing October 12, 1999 and ending on the next annual meeting of shareholders of the Corporation, of such number of securities that would result in the Corporation issuing or making issuable 9,552,653 Class “A” common shares, be and the same is hereby approved, in advance; and

• (b) the issuance by the Corporation in one or more private placements. during the period commencing October 12, 1999 and ending on the next annual meeting of shareholders of the Corporation, of securities to any one placee, or group of placees who intend to vote their equity

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shares as a group, or that may result in a change in the effective control of the Corporation, be and the same is hereby approved, in advance.

The Board of Directors believes that the passing of such resolution is in the best interests of the Corporation and recommends that the Shareholders vote in favour of the resolution. In the event that the resolution is not passed, any such placement(s) may not be approved by the applicable stock exchange(s) without specific Shareholder approval. Such restriction could impede or significantly impair the Corporation’s timely access to required funds on favourable terms.

APPROVAL OF INCENTIVE STOCK OPTION PLAN

The Corporation presently has an incentive stock option plan, which was implemented in 1989 and modified in 1991. At the time of implementation, the Corporation’s securities were not listed on the Exchange. Since then, not only have the Corporation’s securities been listed on the Exchange, but the policies of the Exchange with respect to the terms and conditions of incentive stock option plans implemented by “Advanced” companies have been amended. Accordingly, the Board of Directors has approved, subject to approval by the Shareholders and acceptance for filing by the Exchange (or other recognized Canadian stock exchange), an updated and revised form of incentive stock option plan dated September 14, 1999.

The principal purposes of the Incentive Stock Option Plan are to promote a proprietary interest in the Corporation among its directors, officers and employees and those of its subsidiary corporations; to retain, attract and motivate the qualified managers the Corporation requires; to provide a long-incentive element in overall compensation; and to promote the long-term profitabilityof the Corporation. A copy of the Incentive Stock Option Plan is available for inspection during the normal business hours at the principal office of the Corporation in Vancouver during the period to and including the date of the Meeting. The description of the Incentive Stock Option Plan which follows is qualified in its entirety by reference to the actual text of the Incentive Stock Option Plan, which should be reviewed in detail.

The material terms of the Incentive Stock Option Plan are as follows:

1. The Incentive Stock Option Plan is administered by the Secretary of the Corporation, and options thereunder are granted by the Board of Directors.

2. Options may be granted to directors, officers, employees, and consultants of the Corporation or any of its subsidiaries, or to companies wholly owned by them.

3. An aggregate of 1,900,000 New Class A Shares will be reserved for issuance under the Incentive Stock Option Plan, and any optioned New Class A Shares in respect of which options are not exercised will be available for subsequent grant.

4. The Board of Directors may, when granting an option, determine (within any limits imposed by regulatory rules and policies) the number of New Class A Shares subject to such option, the exercise price, the expiry data, and any other terms and conditions attached thereto (e.g. vesting provisions).

5. The exercise price for options may not be set at less than the simple average of the closing prices on the Exchange (or other recognized Canadian stock exchange on which such shares then trade) for the New Class A Shares for the ten trading days immediately preceding the date of grant.

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7. No optionee may receive options to purchase New Class A Shares representing more than 5% of the issued New Class A Shares at the time of grant.

8. Unless otherwise resolved by the Board of Directors, each option will expire immediately upon the optionee ceasing to be a director, officer, employee or consultant. The Board of Directors may, upon granting an option, prescribe any specific provisions relating to the expiry of an option upon the death, bankruptcy, retirement, or termination of the optionee.

9. Any options granted under the Incentive Stock Option Plan are subject to adjustment upon any consolidation, subdivision or reclassification of the New Class A Shares, or the amalgamation, merger or arrangement of the Corporation with any one or more corporations.

Upon the Incentive Stock Option Plan being effective, all of the presently outstanding incentive stock options to purchase 389,375 Class A Shares (155,750 New Class A Shares following the Consolidation) will be automatically rolled over under the Incentive Stock Option Plan, and become subject to it as if granted thereunder, save that the current exercise prices and expiry dates will remain the same. Following the implementation of the Consolidation, the currently outstanding options will represent options to purchase up to 155,750 New Class A Shares at an exercise price of $2.50. Pursuant to the Incentive Stock Option Plan it is proposed to reserve for issuance a total of 1,900,000 New Class A Shares, of which 155,750 will be represented by existing options and the balance will be available for future grant. Any presently existing options which expire prior to exercise will be available for re-grant.

Accordingly, at the Meeting, the Shareholders will be asked to pass an Ordinary Resolution substantially in the following form:

“RESOLVED that the Incentive Stock Option Plan dated September 14, 1999 and adopted by the Board of Directors, as more particularly set forth and described in the management proxy circular accompanying the notice of this meeting, pursuant to which options to acquire up to an aggregate of 1,900,000 Class “A” common shares (following a proposed 2.5 : 1 consolidation of such shares) may be granted, be and the same is hereby approved.”

If the Incentive Stock Option Plan is not approved, the Corporation’s current stock option plan will continue in effect. If the Incentive Stock Option Plan is approved, but Closing does not occur, then the number of Class A Shares reserved for issuance under the Incentive Stock Option Plan will be a number equal to 20% of the then outstanding Class A Shares. The Incentive Stock Option Plans is also subject to the acceptance for filing thereof by the Exchange (or other recognized Canadian stock exchange).

The following information has been supplied by Pulse and the Vendors, who are solely responsible for the accuracy of such information .

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PULSE-A JOINT VENTURE

The Pulse Joint Ventures

“Pulse-A Joint Venture” was formed on February 13, 1987 as a joint venture between holding companies controlled by Mr. Kenneth G. MacDonald and Mr. Donald C. Burtt. Two additional partners have participated in the Business through the Pulse 2 Agreement and the Pulse 3 Agreement. The head office of Pulse is located at 725, 435 - 4th Avenue, S.W., Calgary, Alberta, T2P 3A8. The Vendors own undivided interests in Pulse 2 and Pulse 3, sharing proportionately in the revenues and costs.

The joint venturers in each of Pulse 2 and Pulse 3, their respective interests, and the beneficial ownership thereof is as follows:

Pulse 2

Joint Venturer	% Interest	Beneficial Owner(s)
Ramken Inc.	12%	Ramona MacDonald (100%)
Iconoclast Inc.	28%	Kenneth G. MacDonald (100%)
Breezy Holdings Ltd.	25%	Brent D. Gale (79%)
		Mary Gale (21%)
Robnic Holdings Ltd.	25%	Andrew R. Vernon (75%)
		Lorraine Vernon (25%)
Burtt Consulting & Development Ltd.	8%	Donald C. Burtt (100%)
Marilyn Investments Ltd.	2%	Marilyn Burtt (100%)

Pulse 3

Joint Venturer	% Interest	Beneficial Owner(s)
Iconoclast Inc.	55%	Kenneth G. MacDonald (100%)
Breezing Holdings Ltd.	45%	Brent D. Gale (79%)
		Mary Gale (21%)

Prior to Closing, a 50% undivided interest in the undivided interest in the Data held by each of Marilyn and Robnic will be rolled into Holdco 1 and Holdco 2, respectively, and 100% of the shares of each of these companies will be acquired by the Corporation pursuant to the Acquisition.

The Seismic Industry - Overview

The use of seismic data by oil and natural gas companies in oil and natural gas exploration, development and reserve management greatly enhances their chances for success. As a result, seismic data is vital information in the oil and natural gas exploration business. Seismic data is obtained by laying cables containing sensors called geophones along the surface of the ground. The cable is connected to a computer capable of analyzing

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data received. Once the cable is in place and the geophones secured in the ground, an explosion is detonated. The explosion sends acoustic energy through the ground and into the subsurface. The energy wave is reflected back to the geophones where data is obtained and transferred to the computer for analysis. Different geophysical structures in the subsurface cause changes in the speed and path of the energy wave. This information is analyzed and the result is a seismic image that can be used by geophysicists with oil and natural gas companies to assist in evaluating properties. The use of a single cable produces a two dimensional image known as 2-D.

New technology has resulted in the introduction of new forms of seismic data. The 3-D seismic imaging process involves the use of parallel cables set over a defined area. Again, an explosion is used to send acoustic energy waves into the subsurface. In the case of 3-D, the data, once analyzed, produces a three dimensional seismic image that provides additional information for oil and natural gas exploration, development and reservoir management. Another innovation is four dimensional (“4-D”) seismic data which means the analysis of 3-D seismic taken of the same target at different times in order to add a time dimension to the 3-D seismic. While 3-D and 4-D seismic provide a more accurate reading of potential reserves, their use in Canada is generally restricted to development of such reserves as opposed to 2-D seismic which is more costefficient for exploration purposes.

After the recession in the early 1990's in which reduced demand and over-supply contributed to a marked downturn in oil and natural gas activity in North America, favourable commodity prices and strong equity markets have resulted in Canadian oil and natural gas companies being very active in recent years. According to the National Energy Board’s (“NEB”) 1996 and 1997 Annual Reports, the completion of new oil wells has increased steadily since 1994 and reached 8,841 in 1997, more than three times the number completed in 1992. A downturn occurred in 1998 and the 1998 NEB Annual Report indicates that oil well completions in 1998 totalled only 3,142, down 63% from 1997. The 1996, 1997 and 1998 NEB Annual Reports also indicated that over 3,000 new gas wells were completed in each year from 1992 to 1998, peaking at 5,370 in 1994 and reaching 4,585 in 1998, a decrease of 5% from 1997.

Oil and natural gas are commodities affected by global and regional events of an economic, political and environmental nature. Such events necessarily impact the price of the commodity in that either security of supply or demand for the product is affected to varying degrees. The outlook for prices, in turn, has a major influence on levels of competition and capital investment in the oil and natural gas exploration and production business and has spin off effects on related businesses. In 1998, oil prices were volatile, at some points hitting ten year lows, but a strong recovery in crude oil prices in mid-1999 and steady natural gas prices have resulted in improved cash flow in the oil and natural gas industry, which Pulse anticipates will result in expanded capital spending plans for companies and a high level of oil and gas exploration for the upcoming winter and into 2000.

Historically, volatilityin commodityprices has not substantially affected the financial performance of Pulse. The experience of Pulse is that when the capital budgets of oil and natural gas companies are reduced as a result of volatility in commodity prices, oil and natural gas companies will choose to utilize existing “off the shelf” data or participate in multi-client participation surveys rather than spending funds to shoot their own proprietary data.

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Business of Pulse

The principal business of Pulse is the planning and acquisition of non-exclusive seismic survey data (often referred to as participation surveys) in which a proprietary interest in the data obtained is retained by Pulse. To a lesser extent Pulse also acquires seismic data on a project management basis for clients, which range from major oil and natural gas companies to junior oil and natural gas operators. In these circumstances, the clients retain exclusive rights to the seismic information obtained.

New participation surveys are marketed by Pulse through direct contact with oil and natural gas exploration and production companies. This interaction allows producer input in the planning of new seismic surveys. Existing surveys are generally sold through a network of seismic data brokers on a commission basis. During the last six years of operation, Pulse has assembled an extensive proprietary seismic database in attractive exploration areas. Pulse and its principals have established key industry relationships and have earned an outstanding reputation. Pulse 2 and Pulse 3 currently have a non-exclusive seismic database of 3,917 kilometres, of which 3,559 kilometres is owned 100% by Pulse 2 and Pulse 3 and 358 kilometres is owned 50% by Pulse 2. This database constitutes the Data, in which the Corporation will be acquiring a 50% undivided interest.

Non-exclusive Surveys

Pulse creates, designs, markets, and manages participation surveys for the benefit of the initial participants who cover approximately 50-70% of the cost to conduct the survey. These oil and natural gas companies, through their participation in the surveys, acquire a license to use the seismic data for their own exploration activities. The cost of these surveys range from a few hundred thousand to several million dollars, depending on the size and location of the survey. Pre-selling not only assists in financing the survey, but is indicative of the ultimate marketability of the survey. Pulse retains ownership of the data and after an initial exclusive period (normally six months), is able to license the data to other interested parties. Such data (net of any joint venture or financing partner’s rights) forms part of the proprietary seismic database owned by Pulse. Ongoing sales are dependent upon the level of exploration activity and interest in the area represented by the data. Once the initial costs are incurred there are few other direct costs required to continue selling the data.

Historically, Pulse has concentrated on 2-D surveys as acquisition costs are lower making these surveys more suitable for regional exploration and licensing. The most significant reason for the success of Pulse has been its attention to detail and the selective process and risk analysis completed prior to investing or participating in any survey.

The success of a seismic data business is dependent on several key factors - location, marketing, quality, cost, and confidentiality. Survey location, determined in consultation with oil and gas companies to assess their level of interest in a particular exploration region, is influenced by the availability of crown land and surface access. Relationships, established through long track record of exceeding customer expectations, are important in the marketing of seismic data. The delivery of the highest quality information, achieved through attention to detail, is critical to ensure the success of the business in the long term. Through years of experienceanddiligence,Pulsehas developedtechniquestoefficientlymanage surveyacquisitioncosts with minimum overhead. To ensure their interests are protected, it is imperative that the exploration companies see Pulse as impartial and absolutely committed to ensuring confidentiality.

Oil and natural gas companies are attracted to non-exclusive surveys for a number of reasons: (a) they allow evaluation of large areas of land with relatively low cost seismic data; (b) they present an opportunity to

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review new seismic data in an active area with limited competition for an exclusive period; (c) they enable exploration activities to be conducted on a confidential basis; and (d) they allow personnel to be assigned to tasks other than supervision of seismic data acquisition. These benefits can accrue to large and small oil and natural gas companies.

Project Management

While not a principal resource of revenue for Pulse, project management has been offered to oil and natural gas companies. Services involve the acquisition of seismic data for the exclusive use of a client. These services are designed for the small and midsize exploration clients who may not wish to manage their own seismic acquisition process or for those clients who wish to keep their activities in an area confidential. Projectmanagementalso allowsfor additionalmarketingopportunitiesinthenon-exclusive surveybusiness.

Business Strategy

The key elements of Pulse’s business strategy are to continue the design and recording of non-exclusive surveys as described above. Pulse will review opportunities to acquire existing databases from other seismic companies or oil and natural gas companies to enhance its existing database. Pulse will review opportunities to expand services into other areas of the seismic industry where it currently does not participate.

The seismic industry is experiencing a change from how business has traditionally been conducted as oil and natural gas companies shift focus from acquisition of proprietary seismic data to participation in non-exclusive surveys. In addition, the non-exclusive seismic industry is benefitting from a trend among producers towards increased outsourcing of seismic data acquisition required for use in exploration phases prior to committing to land purchases.

Major Customers

The Canadian oil industry comprises approximately 500 oil and natural gas exploration companies of which 30 companies form the base of Pulse’s activity. There is a high degree of repeat business and a cross over between non-exclusive data clients and project management clients.

Low crude oil prices experienced over the past 24 months resulted in reduced capital spending by oil and natural gas companies, particularly in the area of new seismic surveys. Spending has been focused on multiclient non-exclusive surveys and acquisition of seismic data from existing databases.

Competitors

The Canadian geophysical services industry is fragmented and is comprised of a broad array of service providers ranging from large multinational companies providing full services to smaller seismic data owners specializing in specific niches, such as Pulse. The non-exclusive seismic industry is fragmented with approximatelytenparticipants owningseismic databases. Approximately22 data brokers earn commissions by marketing non-exclusive seismic surveys to producers. Unlike some full-service multinational companies, who own and operate equipment and crews for the purposes of seismic data acquisition and processing, Pulse is focused on acquiring non-exclusive surveys by contracting the most current and up to date field capture technology as required.

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Management and Employees of Pulse

Pulse has been managed primarily by Kenneth G. MacDonald and Brent D. Gale, who will continue in their roles as operating management after joining Augusta upon Closing. Each is highly experienced and well known in the industry. Kenneth G. MacDonald has been in the seismic industry since 1972 and was a founder of Pulse. Brent D. Gale has 22 years experience in various aspects of the seismic business. David E. Smiddy will join the team in a financial capacity and has worked previously in the seismic industry with Kenneth G. MacDonald.

The key employees who will form the new management team at the Corporation following Closing and their resumés are described briefly below.

Kenneth G. MacDonald

Mr. MacDonald graduated from the University of Calgary with a B.Sc. in pure mathematics and joined the processing centre of Geophysical Services Inc. (“GSI”), where he learned the basic skills of the industry. During his tenure at GSI he was selected for a one year President’s Training Course run by Texas Instruments. From 1972 to 1986 Mr. MacDonald held various senior positions in several geophysical contractors, thereby gaining further industry experience. In 1987 he co-founded “Pulse-A Joint Venture” and remains the President of the ongoing operations. Together with various joint venture partners he built Pulse into a leading non-exclusive seismic data company. Mr. MacDonald is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta, the Society of Exploration Geophysicists, the Canadian Society of Exploration Geophysicists, and the European Association of Geophysicists and Engineers.

Brent D. Gale

Mr. Gale graduated from Northern Alberta Institute of Technology in 1977 and joined Gale Resources, a geophysical contractor then owned by his father. He gained field experience, ultimately assuming the position of President and acquiring the company. He subsequently sold the company to Veritas Geophysical and assumed the role of Vice President-Marketing. In 1993 Mr. Gale joined “Pulse-A Joint Venture” as a principal with the responsibilities of field supervision and marketing. Mr. Gale is a member of the Canadian Society of Exploration Geophysicists.

David E. Smiddy

Mr. Smiddy qualified as a Chartered Accountant in South Africa in 1980. After spending a year in public practice in Calgary, he joined Sefel Geophysical where he first worked with Ken MacDonald. Mr. Smiddy has since held several senior financial positions in a variety of industries, including Chief Financial Officer of Computer Warehouse, a company listed on the Johannesburg Stock Exchange, but most recently in the oil and gas service sector in Alberta. Most recently he joined “Pulse-A Joint Venture” to secure funding and allow Pulse to expand its already successful operations. Mr. Smiddy is a member of the Institute of Chartered Accountants of South Africa.

Pulse presently has a total of five full time employees and one contract employee. Of these employees, two serve in a management and administrative capacity, three serve in a sales and marketing capacity, and one serves in an operations capacity. These employees operate out of the head office of Pulse in Calgary,

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Alberta. It is anticipated that all of these employees (which include Messrs. MacDonald, Gale and Smiddy) will be employed by Augusta following closing.

None of Messrs. MacDonald, Gale, or Smiddy have, at any time in the last five years, been a director, senior officer, or promoter of any reporting issuers in British Columbia or Alberta.

Corporate Cease Trade Orders or Bankruptcies

During the five years preceding the date of this Circular, no director, officer, promoter or other member of management of Pulse or any of the Vendors, or any proposed director of the Corporation following Closing is, or within the past five years, has been, a director, officer or promoter of any issuer in British Columbia or Alberta that, while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the issuer access to any statutory exemptions for a period exceeding 30 consecutive days, was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency, was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person except that Arthur E. Dumont was a director of Fracmaster Ltd. when it commenced proceedings under the Companies Creditors Arrangement Act (Canada).

Penalties or Sanctions

No director, officer, promoter or other member of management of Pulse or any of the Vendors, or any proposed director of the Corporation following Closing has, within the ten years prior to the date of this Circular, been the subject of any penalties or sanctions by a court or securities regulatory authority relating to trading in securities, the promotion, formation or management of a publicly traded company or involving theft or fraud.

Individual Bankruptcies

No director, officer or promoter of Pulse or any of the Vendors, or any proposed director of the Corporation following Closing has, within the five years preceding the date of this Circular, been declared bankrupt or made a voluntary assignment in bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangements or compromises with creditors or has had a receiver, receiver manager or trustee appointed to hold his assets.

RISK FACTORS

Assuming that the Acquisition is completed, the New Class A Shares must be considered speculative due to the nature of what will be the Corporation's business and the present stage of its proposed operations and, as such, Shareholders should carefully consider all of the information disclosed in this Circular prior to making a decision on whether or not to approve the Acquisition. In particular, in addition to the other information presented in this Circular, the following risk factors should be given careful consideration in evaluating the Acquisition and related transactions:

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Competition

The geophysical service industry in which the Corporation proposes to operate is highly competitive. The Corporation will compete with other established companies which have greater financial, marketing and other resources and certain of which are large international geophysical service companies which offer a wider array of geophysical services to their clients than will the Corporation. The sales price of seismic data is dependent on the supply of data in the marketplace as well as the demand for such data. If the supply of seismic data increases or demand decreases there may be downward pressure on data prices.

Legal

The Corporation’s operations will be subject to a variety of federal and provincial laws and regulations, including laws and regulations relating to the protection of the environment. The Corporation and the companies it will contract to conduct seismic surveys on its behalf will be required to invest financial and managerial resources to comply with such laws and related permit requirements in their operations. Although such expenditures historically have not been material to Pulse, such laws or regulations are subject to change and accordingly, it is impossible for the Corporation to predict the cost or impact of such laws and regulations on its future operations. The adoption of laws and regulations which could have the effect of curtailing exploration by oil and gas companies could also adversely effect the Corporations’ proposed operations by reducing the demand for its seismic surveys.

Availability of Companies/Services

The Corporation’s ability to compete will be largely dependent on the Corporation’s ability to produce high quality surveys in selected areas and to retain seismic acquisition companies to complete the surveys. Lack of availability of such companies or services would impair the Corporation’s ability to produce seismic surveys.

Oil and Natural Gas Industry

Demand for the Corporation’s proposed services depends primarily upon the level of exploration and development activity by oil and natural gas companies. These activity levels are directly affected by fluctuations in world energy prices, supply and demand for oil and natural gas and, to a less extent government regulation, including regulation of environmental matters, all of which are beyond the control of the Corporation.

Key Personnel

Shareholders must rely upon the ability, expertise, judgement, discretion, integrity and good faith of the proposed new management of the Corporation who will bring with them the required expertise to conduct the Corporation’s proposed seismic data business. The success of the Corporation will be dependent upon its personnel and key consultants. The unexpected loss or departure of any of the Corporation’s key officers, employees or consultants could be detrimental to the future operations of the Corporation. The success of the Corporation’s business will depend, in part, upon the Corporation’s ability to attract and retain qualified personnel as they are needed. There can be no assurances that the Corporation will be able to engage the services of such personnel or retain its current personnel.

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Conflicts of Interest

Some of the proposed directors and officers of the Corporation are engaged in and will continue to engage in other activities in the oil and natural gas service industry and, as a result of these and other activities, the directors and officers of the Corporation may become subject to conflicts of interest. The CBCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director is required to disclose his interest in such contract or agreement and to refrain from voting on any matter in respect of such contract or agreement unless otherwise provided under the CBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the CBCA and in accordance with the fiduciary duties of the directors and officers of the Corporation.

Additional Financing

The Corporation may require additional financing which may not be available or, if available, may not be available on favourable terms. Where additional financing is raised by the issuance of New Class A Shares, or securities convertible into New Class A Shares, from the Corporation’s treasury, control of the Corporation may change and Shareholders may suffer further dilution to their investment. The issuance of debt may result, among other things, in the encumbrance of certain of the Corporation’s assets, the impeding of the Corporation’s ability to obtain bank financing, the decreasing of the Corporation’s liquidity and may adversely affect the Corporation’s ability to declare and pay dividends to its shareholders.

Sources of Funding

Historically, Pulse’s principal sources of funding have been, and the Corporation’s will be, cash flow from operations, equity financing, and funds available from joint venturers’ and participants’ proprietary surveys. Capital expenditure levels have been determined by the availability of funds from the sources. Upon completion of the Acquisition and the Private Placement, the Corporation expects that cash flow from operations and cash available from joint ventures and participants in its proprietary seismic surveys will be adequate to fund its working capital requirements at levels proposed for 1999/2000. If the Corporation were to expand its operations at a rate not supported by operating cash flow and funds available from joint ventures and proprietarysurveyparticipants or if the current demand for, and pricingfor the Corporation’s proprietary surveys were to decrease substantially, additional financing could be required. If additional financing were not available, the Corporation’s operating results and financial condition could be adversely affected.

Dividends

The Corporation does not anticipate paying any dividends on its New Class A Shares in the foreseeable future.

Future Acquisitions and Joint Ventures

The Corporation mayseek to expand its proposed business through the acquisition of compatible products or businesses or by entering into joint ventures with third parties. There can be no assurance that suitable acquisition candidates can be identified and acquired on terms favourable to the Corporation or that the acquired operations can be profitably operated or integrated into the Corporation. In addition, there can be no assurances that any joint venture will result in terms favourable to the Corporation or that it can be profitably operated by the Corporation or a third party.

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LEGAL PROCEEDINGS

Pulse and the Vendors have advised that, and to the best of the knowledge of management of the Corporation, there are no material legal proceedings to which Pulse, or any of the Vendors, are a party, nor to the best of the knowledge of management of Pulse and the Vendors, are any material legal proceedings contemplated.

There are no material legal proceedings to which the Corporation is a party nor, to the best of the knowledge of management of the Corporation, are any material legal proceedings contemplated.

MATERIAL CONTRACTS

The only outstanding material contracts entered into by the Corporation during the past two years not otherwise referred to in this Circular are:

1. a lease agreement dated November 8, 1996 among Golden Bear Minerals Inc. (now “Augusta Gold Corporation”), First Western Minerals Inc. (now “Augusta Metals Incorporated”) and Pacific Centre Ltd., pursuant to which the Corporation and Augusta Metals Incorporated agreed to lease approximately 3,721 rentable square feet for a term of five years commencing January 1, 1997. In connection with the Plan of Arrangement, all interest in such lease was assigned to Augusta and Augusta agreed to indemnify the Corporation for any liabilities which may be incurred thereunder by Augusta.

2. The Reorganization and Arrangement Agreement dated June 2, 1998 (as amended August 10, 1998) between the Corporation and Augusta with respect to the Plan of Arrangement.

3. The Section 85 Share Purchase and Indemnity Agreement dated September 30, 1998 between the Corporation and Augusta with respect to the implementation of the Plan of Arrangement pursuant to which the Corporation transferred all material assets and liabilities to Augusta and Augusta agreed to indemnify the Corporation in respect of all liabilities of the Corporation assumed by Augusta.

The Corporation proposes to file this Circular with the Exchange. Once this Circular has been filed with the Exchange, the Corporation will issue a news release:

1. Confirming that this Circular has been filed with the Exchange with respect to the Acquisition and Change of Business and has been placed in the public file of the Corporation;

2. Summarizing the information on the Corporation, the Acquisition, the Private Placement and the Change of Business; and

3. Giving the name, address, and telephone number of an officer of the Corporation from whom a copy of this Circular may be obtained free of charge.

In addition, if the Exchange requires the preparation and filing of a filing statement in connection with the Acquisition and Change of Business, a similar news release with respect to such filing statement will be issued.

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SPONSORSHIP

Goepel McDermid Inc. has agreed to act as the sponsor for the application for Exchange acceptance of the Acquisition and the resulting change of business. On consideration of acting as Sponsor and carrying out the requireddutiesanddue diligence, the Corporation will payGoepel McDermid Inc. a fee of $20,000 (plus GST) plus its reasonable out-of-pocket costs and expenses. The Corporation and Goepel McDermid Inc. will enter into a formal sponsorship agreement.

VALUATION

In order to assist the Board of Directors in reviewing the proposed Acquisition and for filing with the Exchange to obtain acceptance for filing of the Acquisition, the Board of Directors engaged Mahoney Exploration Consultants Ltd. of Calgary, Alberta (“Mahoney”) to prepare a valuation of Data. The fee payable to Mahoney for its engagement is $3,000 (plus GST), which fee is not based in whole or in part on whether the proposed Acquisition is effected. The Corporation has determined that Mahoney is a qualified valuer and is independent. See “Credentials of Mahoney” and “Relationship of Mahoney with Interested Parties”.

Valuation Report

In the Valuation Report, Mahoney calculated a value for the Data as at September 10, 1999. Based on its assessment of the factors involved, Mahoney calculated a value of $12,904,756 (before deduction of sales costs and taxes) for the Data, and therefore a value of $6,236,327 for the 50% undivided interest being acquired by the Corporation.

Mahoney valued the Data (which was collected during the years 1993 to 1999) based on its evaluation of two components of the Data, being its potential use for exploration and its potential sales revenue. The potential sales revenue is an estimate of the money that could be generated by sales of the Data. Critical factors in estimating sales potential are:

• the age of the Data

• the quality of the Data

• the suitability of the Data for particular plays in the area

• the need for reprocessing of the Data

• the level of industry activity in the particular area

• the length of time available for sales

• the existing level of seismic data sales in an area, because the number of potential buyers is finite.

For the purposes of the Valuation Report, Mahoney estimated potential sales over the next five year period only, and assumed the sale price would remain constant during that period. A 10%/annum depreciation rate was used over this period. For each seismic line set in the Data, Mahoney then analyzed the Data in relation to the factors noted above to arrive at a value based on the assumed sale price per kilometre adjusted to reflect the foregoing factors. These results are summarized in Table 1.

The foregoing information is a summary only of the more detailed information appearing in the Valuation Report which should be read in its entirety. The Valuation Report is available for inspection by Shareholders during normal business hours at the principal business office of the Corporation until the close of business on

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October 11, 1999 and will be available for inspection at the Meeting. A copy of the Valuation Report will be sent to any Shareholder upon request accompanied by a payment of $5.00 to cover postage and handling.

Credentials of Mahoney

Mahoney is an experienced valuator of seismic data/businesses. Roger Mahoney, who prepared the Valuation Report on behalf of Mahoney, graduated with a B.Sc. (Hons) in Theoretical Physics from the University of Manchester in 1964, and is a registered member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. He has been active in the seismic industry since 1967, and has undertaken valuations of seismic data on a number of occasions.

Relationship of Mahoney with Interested Parties

Mahoney has not previously provided services to any of the Corporation or the ARC Group. Mahoney has, in the past, provided data evaluation services to Pulse and has had prior business dealings with Pulse with respect to certain seismic data sets (none of which form part of the Data). Any prior dealings have been at arm’s length and on normal commercial terms. There are no understandings or agreements between Mahoney and any of such persons with respect to any future business dealings. Neither Mahoney nor Mr. Roger Mahoney, who performed the valuation work, has any interest, nor does either expect to receive any interest, directly or indirectly, in the Corporation, Pulse, or any of the ARC Group companies. Mahoney may, in the future, provide services to the Corporation in the normal course of business.

APPROVAL BY THE BOARD OF DIRECTORS

The contents and mailing to Shareholders of this Circular have been approved by the Board of Directors.

No person is authorized to give any information or to make any representations in respect of the matters addressed herein other than those contained in this Circular and, if given or made, such information must not be relied upon as having been authorized.

Dated this 14th day of September, 1999.

BY ORDER OF THE BOARD

(signed) “ Richard W. Warke ” RICHARD W. WARKE Chairman, President and Director

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TABLE 1

Summary of Evaluation of Pulse Seismic Data Evaluated by Roger Mahoney (P.Geoph) September 10, 1999

Survey	Km	Shot Date	Data Quality	Comments	per km Sale Price (1)	Interest Augusta (2)	to Augusta Value of Data (3)
BigFoot Birch Template Chinchaga River Chinchaga Template Doig River East Hotchkiss Ekwan Creek Firebird Fontas River Hamburg Jack Creek Jackpot Creek Junior Embayment Kotcho River Lomond North Hotchkiss O'Chiese Paddy Creek Round Valley Townsend Creek West Fontas River	85.2 27.4 84.1 16.2 495.1 796.6 113.9 59.5 439.3 122.4 147.1 131.6 207.8 204.3 6.7 167.7 301.8 25.0 24.7 330.5 80.4	1995 1993 1996 1996 1996 1997 1998 1998 1995 1999 1997 1997 1994 1994 1993 1994 1997 1994 1993 1994 1996	good very good excellent excellent excellent very good good good noisy near river excellent poor - good good very good very good good very good excellent very good good very good very good	Strike lines which will limit sales Good sales potential but on market for 5 years Mature area Mature area Good land position, may be limited by potential Area of activity in past, may limit future sales Area of good exploration potential Lies in mature area Area of high exploration potential, but existing sales high Mature area, data needs will be specific Lies in relatively mature area Sales potential poor, limited market Good exploration potential, on market for 5 years Good exploration potential, on market for 4 years Mature area Some noisy patches, active area, on market for 5 years Mature area limited sales potential Mature area limited sales potential Lower frequency, mature area Good sales potential but on market for 5 years Good salespotential	2,120 2,344 2,344 2,930 2,930 4,114 5,896 2,332 5,360 3,740 1,586 1,086 2,637 3,740 426 2,637 2,784 1,484 917 2,344 2,930	50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 25% 50% 25% 50% 50% 50% 50%	90,312 32,089 98,589 23,674 725,351 1,638,688 335,866 69,330 1,177,324 228,888 116,678 71,481 273,971 382,004 6,036 221,086 210,015 18,520 11,316 387,323 117,786
TOTAL	3,917.2						6,236,327

• (1) Sale price per km for each seismic survey is derived from historical data sales, judgements with respect to the quality of the data, its suitability for specific plays in the area, the level of industry activity in the area and the availability of competing seismic data. Future data sales are estimated for a five year period.

• (2) Denotes the undivided interest to be acquired by Augusta in each survey.

• (3) Value to Augusta, for each survey, is the product of the number of km of data acquired, the sale price per km and the Augusta interest therein. Value is expressed before deduction of sales costs and taxes.

APPENDIX I

AUGUSTA GOLD CORPORATION

AUDITED FINANCIAL STATEMENTS DECEMBER 31, 1998

AUDITORS’ REPORT

To the Shareholders of Augusta Gold Corporation:

We have audited the balance sheets of Augusta Gold Corporation as at December 31, 1998 and 1997 and the statements of loss and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 1998 and 1997 and the results of its operations and its cash flows for the years then ended in accordance with generally accepted accounting principles.

“Deloitte & Touche LLP”

Vancouver, British Columbia March 8, 1999

Chartered Accountants

BALANCE SHEETS , as at December 31

ASSETS CURRENT Cash and cash equivalents Accounts receivable MINING ASSETS Mining properties Deferred exploration expenses LIABILITIES CURRENT Accounts payable and accrued liabilities Due to related companies SHAREHOLDERS’ EQUITY Share capital Special warrants Deficit	Notes	1998 1997
	4 8 5 5	$ 1,982,172 $ 893,839 9,152 9,779
		903,618 1,991,324
		886,114 - 255,149 -
		- 1,141,263
		$ 903,618 $ 3,132,587
		$ 203,235 $ 13,247 - 8,506
		21,753 203,235
		32,856,549 30,750,811 - 909,235 (29,927,197) (30,778,181)
		881,865 2,929,352
		$ 903,618 $ 3,132,587

APPROVED BY THE BOARD

“Richard Warke” “Donald Clark” ____ ____ Director Director

Augusta Gold Corporation Page 2

STATEMENTS OF LOSS AND DEFICIT, for the years ended December 31

Interest Income Expenses: Administration and management Capital taxes Filing and regulatory Foreign exchange Interest and loan bonus shares Office and general Professional and consulting fees Rent Salaries and benefits Travel and promotion Loss from operations Reorganization costs Write-off of mining assets Write-down of marketable securities NET LOSS FOR THE YEAR Deficit, beginning of year Share issue expenses DEFICIT, END OF YEAR LOSS PER SHARE	1998 1997
	$ 127,675 $ 68,612
	30,000 37,500 21,568 (9,345) 52,521 40,673 - (40,671) 1,770 - 94,315 19,571 56,354 62,069 50,141 34,771 336,345 225,829 129,622 86,696
	457,093 772,636
	(644,961) (388,481) - (111,053) (12,942,609) (260,651) - (87,000)
	(847,185) (13,587,570) (16,333,033) (29,927,197) (6,594) (3,799)
	$ (30,778,181) $ (29,927,197)
	$(0.17) $(2.69)

Augusta Gold Corporation Page 3

STATEMENTS OF CASH FLOWS, for the years ended December 31

		1998		1997
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING
Loss for the year	$	(847,185)	$(13,587,570)
Items not affecting cash:
Write-off of mining assets		260,651		12,942,609
Write-down of marketable securities		87,000		-
		(499,534)		(644,961)
Net changes in non-cash working capital items:
Refundable deposits		82,541		541,425
Accounts receivable		(36,657)		12,897
Accounts payable and other accrued liabilities		(42,899)		(261,893)
		(496,549)		(352,532)
FINANCING
Issuance of share capital		-		613,500
Issuance of special warrants		909,235		-
Share issue expenses		(3,799)		(6,594)
Due to related companies		(114,411)		-
Loan payable		-		(737,475)
		791,025		(130,569)
INVESTING
Investment in marketable securities		(219,500)		-
Investment in wholly-owned subsidiary		(1,112,295)		-
Expenditures in mining properties		(123,867)		(297,808)
Recoveries (expenditures) of deferred exploration expenses		72,853		(2,945,551)
		(1,382,809)		(3,243,359)
NET CASH OUTFLOW		(1,088,333)		(3,726,460)
CASH & CASH EQUIVALENTS, BEGINNING OF YEAR		1,982,172		5,708,632
CASH & CASH EQUIVALENTS, END OF YEAR	$	893,839	$	1,982,172
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Interest received	$	68,612	$	127,675
Refer to Notes 6 and 8 for non-cash financing and investing activities.

Augusta Gold Corporation Page 4

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

1. BASIS OF OPERATIONS

The Company was incorporated under the Canada Business Corporations Act (“CBCA”) on August 26, 1985 and commenced its operations on February 3, 1987.

In 1998, the Company implemented a plan of arrangement under Section 192 of the CBCA (“Plan of Arrangement”) with Augusta Corporation (“Augusta”), a company with certain common directors, whereby the Company transferred all its assets and liabilities to Augusta in exchange for common shares of Augusta, which common shares were then distributed to the Company’s shareholders.

The Company previously had interests in mining properties which were at the exploration stage. Such interests were disposed as part of its Plan of Arrangement and the Company is currently in the process of researching and analyzing possible acquisitions in the oil and gas industry. The realization of the Company’s investment in an oil and gas project is dependent upon various factors, including the existence of economically recoverable oil and gas reserves, the ability to obtain the necessary financing to complete the exploration and development of the property or to complete an acquisition, and profitability of future operations.

2. SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada which require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(a) Mineral assets

Mining assets are comprised of wholly owned properties, undivided interests in properties and deferred exploration expenses on properties at the exploration stage. They are recorded at acquisition cost or at the attributed value in the case of a devaluation caused by a permanent impairment of value.

Mining properties, related deferred exploration expenses and options to acquire undivided interests in mining properties are amortized only as these properties are put into production or written off if they are abandoned.

During the normal course of its business, the Company enters into agreements to acquire undivided interests in mining properties which are normally acquired in exchange for exploration and development expenses to be incurred according to different schedules, issuance of shares and payments subject to feasibility studies. In addition, royalties will be paid on commercial operations of certain mining properties.

Augusta Gold Corporation Page 5

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Share issue expenses

Share issue expenses are recorded as an increase in the deficit in the year in which they are incurred.

(c) Loss per share

Loss per share is computed using the weighted average number of shares outstanding during the year.

3. REFUNDABLE DEPOSITS

During the year, the Company received a refund of US$76,388 including interest, for the deposit which was made in a prior year to the Indonesian government for the Kalimantan South property. Refundable deposits of US$125,000 for the Curup and Tabuan Island properties in Indonesia were transferred to Augusta Corporation, a company with certain common directors, as part of the Company’s Plan of Arrangement.

4. MINING ASSETS

Mining Properties-Cost 1998 1997 Mining assets: Choco-6, Venezuela - $ 507,500 Indonesia - 266,016 Other - 112,598 - $ 886,114 Mining properties: Balance, beginning of year Acquisition expenditures Disposition of properties Refundable deposits Write-off of properties Transfers to Augusta Corporation as per Plan of Arrangement Balance, end of year	Deferred Exploration Expenses	Deferred Exploration Expenses	Deferred Exploration Expenses
		1998 - - - $	1997 - - 255,149
		- $	255,149
	1998 1997 $ 886,114 $5,673,399 201,117 616,308 (191,660) - (266,016) - (425,000) (5,403,593) (204,555) -
	$- $ 886,114

Augusta Gold Corporation Page 6

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

4. MINING ASSETS (continued)

Deferred exploration expenses: Balance, beginning of year Assays and surveys Camp, labour, supplies and equipment Drilling and access Geologists, consultants and professional services Project management and administration Deposits for work programs Disposition of properties Write-off of properties Balance, end of year	1998 1997 $ 255,149 $4,848,615 9,261 525,521 2,642 1,091,142 - 490,459 51,726 399,302 - 416,666 - 22,462 (277,395) - (41,383) (7,539,018)
	$- $ 255,149

Choco-6, Venezuela

During the year, the Company wrote-down its investment in the Choco-6 property by $425,000 to $82,500 which was then transferred to Augusta Corporation, a company with certain common directors, as part of the Company’s Plan of Arrangement.

Other properties

During the year, the Company incurred acquisition costs of $79,063 and exploration expenditures of $22,246 for the Las Posadas property in Chile, acquisition costs of $43,000 and exploration expenditures of $9,538 for the El Real property located the State of Zacatecas in Mexico, and acquisition costs of $79,054 and exploration expenditures of $15,268 for a property in the USA. The Company disposed of the Las Posadas property to Augusta Resource Corporation, a company with certain common directors, for out-of-pocket expenditures of $469,055, comprised of $191,660 in acquisition costs and $277,395 in exploration expenditures. The written-down investments of $43,000 for the El Real property and $79,054 for the USA property were transferred to Augusta Corporation, a company with certain common directors, as part of the Company’s Plan of Arrangement.

5. SHARE CAPITAL

(a) Authorized:

Unlimited number of Class "A" common voting shares without par value Unlimited number of Class "B" common non-voting shares without par value Unlimited number of non-voting preferred shares without par value

Augusta Gold Corporation Page 7

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

5. SHARE CAPITAL (continued)

(b) Issued:

Changes in the Company's share capital were as follows:

	Number of Shares Amount
Class “A” common shares - Balance at December 31, 1996 Issued on exercise of warrants Issued forpropertyacquisition(Note 5c)	19,053,969 $ 31,924,549 818,000 613,500 350,000 318,500
Class “A” common shares - Balance at December 31, 1997 Issued for property acquisition (Note 5c) Transfer of paid-up capital to preferred shares (Note 5d) Four-for-one share consolidation (Note 5e) Class “A” common shares - Balance at December 31, 1998	20,221,969 32,856,549 50,000 8,000
	20,271,969 32,864,549 - (2,113,738) (15,203,977) -
	5,067,992 $ 30,750,811
Preferred shares - Balance at December 31, 1997 Issued from paid-up capital of common shares (Note 5f) Redemption ofpreferred shares(Note 5f)	- - 20,271,969 $ 2,113,738 (20,271,969) (2,113,738)
Preferred shares - Balance at December 31, 1998	- -
Special Warrants (Note 5g)	534,844 $ 909,235

(c) Shares issued for property acquisitions

During the year, the Company issued 50,000 shares at a deemed value of $0.16 per share in the acquisition of interests in the El Real property located in the State of Zacatecas in Mexico. The property was written-down and transferred to Augusta Corporation, a company with certain common directors, as part of the Company’s Plan of Arrangement.

In 1997, the Company issued 350,000 shares at a deemed value of $0.91 per share in the acquisition of interests in the Beruang Mas North and Beruang Mas South properties in southern Sumatra, Indonesia, and in the Company’s partial exercise of its right to acquire back-in option on these properties. These properties were subsequently written-off in 1997.

Augusta Gold Corporation Page 8

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

5. SHARE CAPITAL (continued)

• (d) As part of its Plan of Arrangement, the Company transferred $2,113,738 from the share capital of its common shares to the share capital of its preferred shares, an amount representing the assigned value of the assets and liabilities transferred to Augusta Corporation, a company with certain common directors.

(e) Share consolidation

On October 1, 1998, the Company consolidated its common shares whereby one new common share was issued for four old common shares held. Comparative loss per share has been restated to reflect the share consolidation.

(f) Preferred shares

On October 1, 1998, as part of its Plan of Arrangement, the Company issued preferred shares to its shareholders on the basis of one preferred share for each common share held on a pre-share consolidation basis. The share capital of $2,113,738 for the preferred shares was transferred from the share capital of common shares and represents the assigned value of the assets and liabilities of the Company which were transferred to Augusta Corporation (“Augusta”), a company with certain common directors. Also, on October 1, 1998, the Company redeemed all its preferred shares in exchange for the Company’s shareholdings of Augusta on the basis of one common share of Augusta for each preferred share of the Company.

(g) Special warrants

On October 14, 1998, the Company closed a private placement of 534,844 special warrants at a price of $1.70 per special warrant for gross proceeds of $909,235. Each special warrant entitles the holder to acquire, without additional consideration, one unit consisting of nine Class “A” voting common shares and one Class “B” non-voting common share in the capital stock of the Company. One of the placees is Augusta Corporation, a company with certain common directors, for 66,667 special warrants.

(h) Options

Certain current and former directors and officers of the Company hold 387,500 options and certain employees of the Company hold 29,125 options to purchase Class “A” common shares of the Company which are exercisable at a price of $1 per share and expire between January 1999 and November 2002.

Augusta Gold Corporation Page 9

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

5. SHARE CAPITAL (continued)

• (h) Options (continued)

Each holder of the Company’s options is also eligible for four fully paid and nonassessable common shares of Augusta Corporation (“Augusta”), a company with certain common directors, for each option for Class “A” common share of the Company for no additional consideration payable to Augusta.

6. PLAN OF ARRANGEMENT

In 1998, the Company implemented its Plan of Arrangement, upon receipt of all necessary shareholder, court and regulatory approvals. On September 30, 1998, the Company transferred all its assets and liabilities to Augusta Corporation (“Augusta”), a company with certain common directors, at assigned values in exchange for 20,271,968 common shares of Augusta. The assets and liabilities of the Company which were transferred to Augusta were as follows:

Augusta Gold Corporation Schedule of Assets and Liabilities Transferred to Augusta Corporation September 30, 1998

September 30, 1998
Cash and cash equivalents Refundable deposits Accounts receivable Marketable securities Long-term investments Due from related companies Mining assets Accounts payable and other accrued liabilities	$ 1,112,294 183,475 110,320 8,500 124,000 517,682 204,555 (147,089)
	$ 2,113,737

Then, on October 1, 1998, the Company issued 20,271,969 preferred shares to its shareholders on the basis of one preferred share for each common share of the Company held. On that same day, the Company redeemed all its preferred shares in exchange for the 20,271,969 common shares of Augusta on the basis of one common share of Augusta for each of the Company’s preferred share held. Also, on October 1, 1998, the Company consolidated its common shares whereby one new common share of the Company was issued for four old common shares held.

Augusta Gold Corporation Page 10

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

7. INCOME TAXES

The Company has accumulated non-capital losses of approximately $3,722,000. These losses will expire between 1999 and 2005. The cost for income tax purposes of mining assets totalled approximately $17,825,000. The unamortized balance for income tax purposes of share issue expenses amounting to approximately $454,000 will be deductible by the Company over the next four years. The Company has an unamortized eligible capital balance of $83,289 attributable to reorganization costs incurred during the year for the Company’s implementation of its Plan of Arrangement.

The potential tax effects of these items are not reflected in the financial statements.

8. RELATED PARTY TRANSACTIONS

On April 2, 1998, the Company disposed of the Las Posadas property to Augusta Resource Corporation, a company with certain common directors, for out-of-pocket expenditures of $469,055, comprised of $191,660 in acquisition costs and $277,395 in exploration expenditures. The balance of $469,055 remained unpaid at the time of the Company’s implementation of its Plan of Arrangement.

On September 30, 1998, as part of its Plan of Arrangement, the Company transferred all its assets and liabilities to Augusta Corporation (“Augusta”), a company with certain common directors, in exchange for 20,271,968 common shares of Augusta.

On October 1, 1998, the Company entered into a Management Services Agreement with Augusta whereby the Company pays a management fee of $5,000 per month to Augusta. Management fees of $15,000 were paid in 1998.

On October 14, 1998, the Company closed a private placement with Augusta for 66,667 special warrants at a price of $1.70 per special warrant for gross proceeds of $113,334. Each special warrant entitles Augusta to acquire, without additional consideration, one unit consisting of nine Class “A” voting common shares and one Class “B” non-voting common share in the capital stock of the Company.

Amounts due to related companies of $8,506 at December 31, 1998 represent monies owed to companies with certain common directors, are non-interest bearing and do not provide for specific terms of repayment.

During the year, the Company paid administrative expenses of $22,500 (1997 - $30,000) to a company in which the President has a 25% interest. In 1998, the Company paid salaries of $75,000 (1997 - $100,000) to the President and $75,000 (1997 - $100,000) to a Director. Also, during the year, the Company paid consulting fees of $28,989 (1997 - $23,467) to the former President and $107,039 (1997 - $155,764) to the former Vice-President, Exploration.

Augusta Gold Corporation Page 11

NOTES TO THE FINANCIAL STATEMENTS, for the years ended December 31, 1998 and 1997

9. FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and due to related companies as reflected in the Balance Sheet approximate their fair values. The Company has no significant concentrations of credit risk.

10. COMMITMENTS

The Company shares leased office premises with a company under common control. The Company’s share of the minimum annual rental under this agreement for the next three years is as follows:

1999	$22,326
2000	$22,326
2001	$22,326

As part of the Company’s Plan of Arrangement, Augusta Corporation, a company with certain common directors, will assume responsibility for the leased office premises and the annual rental therein.

11. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and, if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect the Company’s ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the Company, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved.

12. SEGMENTED INFORMATION

The Company operates in one industry, and as at December 31, 1998 all assets and operations are in Canada.

Augusta Gold Corporation Page 12

APPENDIX II

AUGUSTA GOLD CORPORATION

UNAUDITED INTERIM FINANCIAL STATEMENTS

JUNE 30, 1999

REPORT OF CHIEF FINANCIAL OFFICER

The undersigned, being the Chief Financial Officer of Augusta Gold Corporation, hereby states that the unaudited interim six-month financial statements for the periods ended June 30, 1999 and June 30, 1998, respectively, have not been audited, but, in my opinion, have been prepared in accordance with Part V of the Canada Business Corporations Regulations and present fairly the financial position of Augusta Gold Corporation and the results of the operations for the periods under review.

(signed) “Donald B. Clark” Donald B. Clark, Chief Financial Officer

Vancouver, B.C. September 14, 1999

AUGUSTA GOLD CORPORATION

BALANCE SHEETS

(Unaudited - Prepared by Management)

as at June 30,	1999 1998
CURRENT ASSETS Cash Refundable deposits Accounts receivable Marketable securities MINING ASSETS Mining properties Deferred exploration expenses CURRENT LIABILITIES Accounts payable and other accrued liabilities Due to related companies SHAREHOLDERS’ EQUITY Common shares Special warrants Deficit	$ 876,305 $ 1,467,990 - 183,475 12,122 532,107 - 155,000
	888,427 2,338,572
	- 578,617 - 20,357
	- 598,974
	$ 888,427 $ 2,937,546
	$ 12,150 $ 135,540 13,093 -
	25,243 135,540
	30,750,811 32,864,549 909,235 - (30,796,862) (30,062,543)
	863,184 2,802,006
	$ 888,427 $ 2,937,546

AUGUSTA GOLD CORPORATION

STATEMENTS OF LOSS AND DEFICIT (Unaudited - Prepared by Management)

6 months ended June 30,	1999 1998
Interest Income $ 20,095 $ 42,553 General and administration expenses (38,776) (375,156) Loss from operations (18,681) (332,603) Gain from disposition of mining assets - 373,520 Write-down of marketable securities - (46,500) Write-off of mining assets - (129,763) NET LOSS FOR THE PERIOD (18,681) (135,346) Deficit, beginning of period (30,778,181) (29,927,197) DEFICIT, END OF PERIOD $ (30,796,862) $ (30,062,543) LOSS PER SHARE $ (0.004) $ (0.01) STATEMENTS OF CASH FLOWS (Unaudited - Prepared by Management) 6 months ended June 30, 1999 1998	$ 20,095 $ 42,553 (38,776) (375,156)
	(18,681) (332,603) - 373,520 - (46,500) - (129,763)
	(18,681) (135,346) (30,778,181) (29,927,197)
	$ (30,796,862) $ (30,062,543)
	$ (0.004) $ (0.01)
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES: OPERATING Net loss for the period Gain on disposition of mining assets Write-down of marketable securities Write-off of mining assets Net change in non-cash working capital items INVESTING Expenditures in mining properties Expenditures in deferred exploration expenses Disposition of mining assets NET CASH OUTFLOW CASH, BEGINNING OF PERIOD CASH, END OF PERIOD	$ (18,681) $ (135,346) - (373,520) - 46,500 - 129,763
	(18,681) (332,603) 1,147 (709,609)
	(17,534) (1,042,212)
	- (142,179) - (172,366) - 842,575
	- 528,030
	(17,534) (514,182) 893,839 1,982,172
	$ 876,305 $ 1,467,990

SCHEDULE “A”

ACQUISITION RESOLUTION

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the proposed acquisition of an undivided interest in certain assets of Pulse Joint Venture 2 and Pulse Joint Venture 3 (the “Acquisition”), as more particularly set forth in the Management Proxy Circular accompanying the Notice of this Meeting, be and is hereby approved;

2. theacquisitionagreementdatedSeptember13, 1999(“AcquisitionAgreement”)amongAugustaGold Corporation(the“Corporation”), ARC Canadian Energy Venture Fund, ARC Capital Ltd., David E. Smiddy, the parties comprising the “Pulse” Joint Ventures, and the principals thereof, be and is hereby ratified and approved;

3. the change of business of the Corporation following the closing of the Acquisition, as more particularly set forth in the Circular, be and is hereby approved;

4. the Board of Directors of the Corporation be authorized, in their sole discretion, to determine when to proceed with the closing of the Acquisition and to determine the closing date thereof;

5. notwithstandingthat this resolution has been dulypassed bythe shareholders of the Corporation (the “Shareholders”), the Board of Directors of the Corporation may, in accordance with the provisions of the Acquisition Agreement, terminate the Acquisition Agreement and revoke this resolution at any time prior to the Closing, without further approval of the Shareholders; and

6. any director or officer of the Corporation be and is hereby authorized, for and on behalf of the Corporation, to execute and deliver all documents, certificates, and instruments and take such other actions as such director or officer may determine to be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, certificates, or instruments and the taking of any such actions.

SCHEDULE “B”

CONSOLIDATION RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT the Articles of the Corporation be amended by:

1. consolidating: (a) each 2.5 Class “A” common shares without nominal or par value of the Corporation, whether issued or unissued, into one Class “A” common share without nominal or par value, provided that no fractional class “A” common shares will be issued and any such fraction(s) will be cancelled without any repayment of capital or compensation whatsoever, and (b) each 2.5 Class “B” common shares without nominal or par value of the Corporation, whether issued or unissued, into one Class “B” common share without nominal or par value, provided that no fractional class “B” common shares will be issued and any such fraction(s) will be cancelled without any repayment of capital or compensation whatsoever, so that Item 3 reads as follows:

“The shares which the Corporation is authorized to issue are:

• (a) an unlimited number of Class “A” Common shares without nominal or par value (“Class “A” Shares”), with the following rights, privileges, restrictions and conditions:

• (i) to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;

• (ii) to share equally, share for share, with the Class “B” shares in any dividends declared by the Corporation; and

• (iii) subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to share equally, share for share, with the Class “B” shares in the remaining property of the Corporation upon liquidation, dissolution or winding-up of the Corporation; and

• (b) an unlimited number of Class “B” Common shares without nominal or par value (“Class “B” shares”), with the following rights, privileges, restrictions and conditions:

• (i) except as otherwise specifically provided in the Canada Business Corporations Act, the holders of Class “B” shares shall not be entitled to receive notice of or vote at any meeting of shareholders;

• (ii) to share equally, share for share, with the Class “A” shares in any dividends declared by the Corporation; and

• (iii) subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to share equally, share for share, with the Class “A” shares in the remaining property of the Corporation upon liquidation, dissolution or winding-up of the Corporation; and

• (c) an unlimited number of Preferred shares without nominal or par value (“Preferred shares”) which, as a class, have attached thereto the following:

• 2 -

• (i) the Preferred shares may from time to time be issued in one or more series and subject to the following provisions, and subject to the sending of articles of amendment in prescribed form, and the issuance of a certificate of amendment in respect thereof, the directors may fix from time to time before such issue the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred shares including, without limiting the generality of the foregoing, the rate or amountof dividends or the method of calculatingdividends, the dates of payment thereof, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions;

• (ii) the Preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, rank on a parity with the Preferred shares of every other series and be entitled to preference over the Common shares and over any other shares of the Corporation ranking junior to the Preferred shares. The Preferred shares of any series may also be given such other preferences, not inconsistent with these articles, over the Common shares and any other shares of the Corporation ranking junior to such Preferred shares as may be fixed in accordance with clause (c)(i);

• (iii) if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred shares are not paid in full, all series of Preferred shares shall participate ratably in respect of accumulated dividends and return of capital; and

• (iv) unless the directors otherwise determine in the articles of amendment designating a series, the holder of each share of a series of Preferred shares shall not, except as otherwise specifically provided in the Canada Business Corporations Act, be entitled to receive notice of or vote at any meeting of shareholders.”;

• changing the name of the Corporation from “Augusta Gold Corporation” to “Pulse Data Inc.;” and

• changing the place in Canada where the registered office is to be situated to the City of Calgary, Province of Alberta, so that Item 2 reads as follows:

  • “2. The Place in Canada where the registered office is to be situated:

City of Calgary, Alberta”.

SCHEDULE “C”

NOTICE OF CHANGE OF AUDITOR

AUGUSTA GOLD CORPORATION 1700 - 701 W. Georgia St., P.O. Box 10109 Pacific Centre, Vancouver, BC, V7Y 1C6 Tel 604-687-1717 Fax 604-687-1715

NOTICE OF CHANGE OF AUDITOR PURSUANT TO NATIONAL POLICY NO. 31

NOTICE IS HEREBY GIVEN THAT, subject to the closing of the acquisition (the “Acquisition”) by Augusta Gold Corporation (the “Corporation”) of certain assets from Pulse Joint Ventures (“Pulse”), the Corporation intends to change its auditor from Deloitte & Touche LLP, of Vancouver, British Columbia, to KPMG LLP, of Calgary, Alberta, to be effective upon the closing of the Acquisition.

Deloitte & Touche LLP will not be re-appointed if the Acquisition is closed, and KPMG LLP, Pulse’s auditors, will be appointed as auditors of the Corporation. The termination of Deloitte & Touche LLP and the appointment of the successor auditor, subject to the closing of the Acquisition, was approved by the Corporation's audit committee on September 14, 1999.

There were no reservations in Deloitte & Touche LLP’s report for the audit of the Corporation's most recently completed fiscal year.

There are no reportable events between the Corporation and the Deloitte & Touche LLP.

The reporting package, comprising of this Notice and letters of Deloitte & Touche LLP and KPMG LLP has been reviewed by the Corporation's Audit Committee and Board of Directors.

DATED the 14th day of September, 1999.

AUGUSTA GOLD CORPORATION

Per:

(signed) “ D.B. Clark ” Authorized Signatory

KPMG LLP, CHARTERED ACCOUNTANTS

British Columbia Securities Commission 2nd Floor, 865 Hornby Street Vancouver, British Columbia V6Z 2H4

Alberta Securities Commission #2100 - 10025 Jasper Avenue Edmonton , Alberta T5J 3Z5

Ontario Securities Commission Suite 1700, Box 55 20 Queen Street Toronto, Ontario M5H 2S8

Manitoba Securities Commission 1128 - 405 Broadway Winnipeg, Manitoba R3C 3L6

Saskatchewan Securities Commission 8th Floor, TD Bank Building 1914 Hamilton Street Regina, Saskatchewan S4P 3V7

Quebec Securities Commission 17th Floor, Stock Exchange Tower Victoria Square Montreal, Quebec H4Z 1G3

September 14, 1999

Dear Sirs/Mesdames:

Augusta Gold Corporation (the "Corporation")

As required by National Policy No. 31 of the Canadian Securities Administrators, we have reviewed the information contained in the Notice of Change of Auditor for the referenced Corporation and, based on our knowledge of such information at this time, we are in agreement with the information contained in the “Notice of Change of Auditor”.

We understand that notice of such change will be mailed to all shareholders of the Corporation.

Yours very truly,

(signed) “ KPMG LLP ”

DELOITTE & TOUCHE LLP

September 14, 1999

British Columbia Securities Commission 2nd Floor, 865 Hornby Street Vancouver, British Columbia V6Z 2H4

Alberta Securities Commission #2100 - 10025 Jasper Avenue Edmonton , Alberta T5J 3Z5

Ontario Securities Commission Suite 1700, Box 55 20 Queen Street Toronto, Ontario M5H 2S8

Manitoba Securities Commission 1128 - 405 Broadway Winnipeg, Manitoba R3C 3L6

Saskatchewan Securities Commission 8th Floor, TD Bank Building 1914 Hamilton Street Regina, Saskatchewan S4P 3V7

Quebec Securities Commission 17th Floor, Stock Exchange Tower Victoria Square Montreal, Quebec H4Z 1G3

Dear Sirs/Mesdames:

Re: Augusta Gold Corporation (the "Corporation")

As required by National Policy No. 31 of the Canadian Securities Administrators, we have reviewed the information contained in the Notice of Change of Auditor for the referenced Corporation and, based on our knowledge of such information at this time, we are in agreement with the information contained in the “Notice of Change of Auditor”.

We understand that notice of such change will be mailed to all shareholders of the Corporation.

Yours truly,

(signed) “ DELOITTE & TOUCHE LLP ” Chartered Accountants